Table of Contents

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Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-QSB

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2007

Commission File Number 0-25563

CKRUSH, INC.

(Name of small business issuer in its charter)

|                                                                |  |  |                                         |
|----------------------------------------------------------------|--|--|-----------------------------------------|
| Delaware                                                       |  |  | 65-0648808                              |
| (State or other jurisdiction of incorporation or organization) |  |  | (I.R.S. Employer Identification Number) |

336 West 37th StreetNew York, NY 10018

(Address & Zip code of principal executive offices)

(212) 564-1111

(Issuer’s telephone number)

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the last 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes     No 

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

As of August 13, 2007, there were 120,609,224 outstanding shares of common stock, par value $0.01 per share.

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CKRUSH, INC. AND SUBSIDIARIES

INDEXTO FORM 10-QSB

|         |  |  |                                                                                                                            |  |  |      |  |        |  |
|---------|--|--|----------------------------------------------------------------------------------------------------------------------------|--|--|------|--|--------|--|
|    |  |  |                                                                                                                       |  |  | Page |
| PART I  |  |  | FINANCIAL INFORMATION                                                                                                      |  |  |      |  |   |  |
| Item 1. |  |  | Financial Statements                                                                                                       |  |  |      |  |   |  |
|    |  |  | Condensed Consolidated Balance Sheet at June 30, 2007 (unaudited) and December 31, 2006                     |  |  |      |  | 3      |  |
|    |  |  | Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2007 and 2006 (unaudited)  |  |  |      |  | 4      |  |
|    |  |  | Condensed Consolidated Statement of Stockholders’ Deficiency for the six months ended June 30, 2007 (unaudited) |  |  |      |  | 5      |  |
|    |  |  | Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2007 and 2006 (unaudited)            |  |  |      |  | 6      |  |
|    |  |  | Notes to Condensed Consolidated Financial Statements (unaudited)                                                           |  |  |      |  | 7      |  |
| Item 2. |  |  | Management’s Discussion and Analysis of Financial Condition and Results of Operation                                 |  |  |      |  | 19     |  |
| Item 3. |  |  | Controls and Procedures                                                                                                    |  |  |      |  | 24     |  |
| PART II |  |  | OTHER INFORMATION                                                                                                          |  |  |      |  |   |  |
| Item 1. |  |  | Legal Proceedings                                                                                                          |  |  |      |  | 26     |  |
| Item 2. |  |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                |  |  |      |  | 28     |  |
| Item 3. |  |  | Defaults Upon Senior Securities                                                                                            |  |  |      |  | 28     |  |
| Item 4. |  |  | Submission of Matters to a Vote of Security Holders                                                                        |  |  |      |  | 28     |  |
| Item 5. |  |  | Other Information                                                                                                          |  |  |      |  | 28     |  |
| Item 6. |  |  | Exhibits                                                                                                                   |  |  |      |  | 29     |  |
|    |  |  | SIGNATURES                                                                                                                 |  |  |      |  |   |  |
|    |  |  | CERTIFICATIONS                                                                                                             |  |  |      |  |   |  |

2

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Table of Contents

PART I — FINANCIAL INFORMATION

Item 1.    FINANCIAL STATEMENTS

CKRUSH, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEET

|                                                                                                                                                 |  |  |                    |   |             |                        |  |  |  |   |             |         |
|-------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--------------------|---|-------------|------------------------|--|--|--|---|-------------|---------|
|                                                                                                                                            |  |  | June 30, 2007 |   |             | December 31, 2006 |
|                                                                                                                                            |  |  | (Unaudited)        |   |             |                   |
| Assets                                                                                                                                          |  |  |                    |   |        |                        |  |  |  |   |        |         |
| Cash                                                                                                                                            |  |  |                    | $ | 69,853      |                        |  |  |  | $ | 1,504,572   |         |
| Accounts receivable                                                                                                                             |  |  |                    |   | 1,159,880   |                        |  |  |  |   | 1,000,037   |         |
| Prepaid expenses and other assets                                                                                                               |  |  |                    |   | 36,969      |                        |  |  |  |   | 26,034      |         |
| Film costs                                                                                                                                      |  |  |                    |   | 470,302     |                        |  |  |  |   | 1,165,005   |         |
| Property and equipment – net                                                                                                              |  |  |                    |   | 96,297      |                        |  |  |  |   | 78,582      |         |
| Websites – net                                                                                                                            |  |  |                    |   | 529,583     |                        |  |  |  |   |        |         |
| Goodwill                                                                                                                                        |  |  |                    |   | 813,049     |                        |  |  |  |   |        |         |
| Cash- restricted                                                                                                                                |  |  |                    |   |        |                        |  |  |  |   | 48,397      |         |
| Total Assets                                                                                                                                    |  |  |                    | $ | 3,175,933   |                        |  |  |  | $ | 3,822,627   |         |
| Liabilities and Stockholders’ Deficiency                                                                                                  |  |  |                    |   |        |                        |  |  |  |   |        |         |
| Accounts payable and accrued expenses                                                                                                           |  |  |                    | $ | 4,460,631   |                        |  |  |  | $ | 4,645,642   |         |
| Accrued litigation and judgments payable                                                                                                        |  |  |                    |   | 1,937,244   |                        |  |  |  |   | 2,016,795   |         |
| Notes and loans payable, including accrued interest                                                                                             |  |  |                    |   | 2,195,812   |                        |  |  |  |   | 2,536,147   |         |
| Due to related parties                                                                                                                          |  |  |                    |   | 92,304      |                        |  |  |  |   | 89,692      |         |
| Deferred revenues                                                                                                                               |  |  |                    |   | 108,525     |                        |  |  |  |   | 393,000     |         |
| Derivative liability                                                                                                                            |  |  |                    |   |        |                        |  |  |  |   | 3,086,361   |         |
| Common stock to be issued                                                                                                                       |  |  |                    |   | 650,466     |                        |  |  |  |   | 1,563,446   |         |
| Minority interest                                                                                                                               |  |  |                    |   | 4,801,635   |                        |  |  |  |   | 5,232,441   |         |
| Commitments, Contingencies and Other Matters                                                                                                    |  |  |                    |   |        |                        |  |  |  |   |        |         |
| Stockholders’ Deficiency                                                                                                                  |  |  |                    |   |        |                        |  |  |  |   |        |         |
| Series D, $.01 par value, authorized 399,752 shares, 399,752 shares issued and outstanding                                                      |  |  |                    |   | 3,998       |                        |  |  |  |   | 3,998       |         |
| Series E, $.01 par value, authorized 14,000 shares, 760 and 940 shares issued and outstanding (liquidation preference of $273,744 and $338,544) |  |  |                    |   | 8           |                        |  |  |  |   | 9           |         |
| Common stock, $.01 par value, authorized 300,000,000 shares 115,859,224 and 85,399,521 shares issued and outstanding                            |  |  |                    |   | 1,158,592   |                        |  |  |  |   | 853,995     |         |
| Additional paid-in capital                                                                                                                      |  |  |                    |   | 53,805,690  |                        |  |  |  |   | 46,898,157  |         |
| Accumulated deficit                                                                                                                             |  |  |                    |   | (63,613,939 | )                 |  |  |  |   | (60,122,397 | )  |
| Deferred compensation                                                                                                                           |  |  |                    |   | (2,340,033  | )                 |  |  |  |   | (3,289,659  | )  |
| Treasury stock, at cost – 104,784 shares of common stock                                                                                  |  |  |                    |   | (85,000     | )                 |  |  |  |   | (85,000     | )  |
| Total Stockholders’ Deficiency                                                                                                            |  |  |                    |   | (11,070,684 | )                 |  |  |  |   | (15,740,897 | )  |
| Total Liabilities and Stockholders’ Deficiency                                                                                            |  |  |                    | $ | 3,175,933   |                        |  |  |  | $ | 3,822,627   |         |

See notes to condensed consolidated financial statements

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Table of Contents

CKRUSH, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENT OF OPERATIONS(Unaudited)

|                                                                          |  |  |                            |   |             |                          |  |  |      |   |            |         |  |  |  |   |             |         |  |  |  |   |            |         |
|--------------------------------------------------------------------------|--|--|----------------------------|---|-------------|--------------------------|--|--|------|---|------------|---------|--|--|--|---|-------------|---------|--|--|--|---|------------|---------|
|                                                                     |  |  | Three Months EndedJune 30, |   |             | Six Months EndedJune 30, |
|                                                                     |  |  | 2007                       |   |             | 2006                     |  |  | 2007 |   |            | 2006    |
| Net revenues                                                             |  |  |                            | $ | 64,221      |                          |  |  |      | $ | 15,250     |         |  |  |  | $ | 935,846     |         |  |  |  | $ | 75,470     |         |
| Operating costs and expenses                                             |  |  |                            |   |        |                          |  |  |      |   |       |         |  |  |  |   |        |         |  |  |  |   |       |         |
| Cost of revenues                                                         |  |  |                            |   | 128,054     |                          |  |  |      |   | 810        |         |  |  |  |   | 880,123     |         |  |  |  |   | 69,556     |         |
| Selling, general and administrative                                      |  |  |                            |   | 1,874,971   |                          |  |  |      |   | 6,580,968  |         |  |  |  |   | 3,775,384   |         |  |  |  |   | 8,216,045  |         |
| Depreciation and amortization                                            |  |  |                            |   | 58,013      |                          |  |  |      |   | 1,663      |         |  |  |  |   | 97,597      |         |  |  |  |   | 18,951     |         |
| Impairment charges                                                       |  |  |                            |   | 20,000      |                          |  |  |      |   | 30,000     |         |  |  |  |   | 66,667      |         |  |  |  |   | 77,000     |         |
| Settlement costs                                                         |  |  |                            |   |        |                          |  |  |      |   | 186,417    |         |  |  |  |   |        |         |  |  |  |   | 186,417    |         |
| Gain on sale of exclusive promotion agreements                           |  |  |                            |   | —     |                          |  |  |      |   | (3,000     | )  |  |  |  |   | —     |         |  |  |  |   | (21,852    | )  |
|                                                                     |  |  |                            |   | 2,081,038   |                          |  |  |      |   | 6,796,858  |         |  |  |  |   | 4,819,771   |         |  |  |  |   | 8,546,117  |         |
| Loss from operations                                                     |  |  |                            |   | (2,016,817  | )                   |  |  |      |   | (6,781,608 | )  |  |  |  |   | (3,883,925  | )  |  |  |  |   | (8,470,647 | )  |
| Other income (expenses)                                                  |  |  |                            |   |        |                          |  |  |      |   |       |         |  |  |  |   |        |         |  |  |  |   |       |         |
| Interest and financing expense – net                               |  |  |                            |   | (154,434    | )                   |  |  |      |   | (195,101   | )  |  |  |  |   | (272,682    | )  |  |  |  |   | (368,860   | )  |
| Interest expense – related parties                                 |  |  |                            |   | (1,362      | )                   |  |  |      |   | —    |         |  |  |  |   | (2,612      | )  |  |  |  |   |       |         |
| Change in fair value of derivative liability                             |  |  |                            |   | —     |                          |  |  |      |   | —    |         |  |  |  |   | 667,677     |         |  |  |  |   |       |         |
| Finance costs paid in common stock and warrants                          |  |  |                            |   | —     |                          |  |  |      |   |       |         |  |  |  |   |        |         |  |  |  |   | (33,000    | )  |
| Gain on settlement with related parties                                  |  |  |                            |   | —     |                          |  |  |      |   | 1,478,845  |         |  |  |  |   |        |         |  |  |  |   | 1,478,845  |         |
| Minority interest                                                        |  |  |                            |   | —     |                          |  |  |      |   | 54,033     |         |  |  |  |   | —     |         |  |  |  |   | 72,328     |         |
|                                                                     |  |  |                            |   | (155,796    | )                   |  |  |      |   | 1,337,777  |         |  |  |  |   | 392,383     |         |  |  |  |   | 1,149,313  |         |
| Net loss                                                                 |  |  |                            | $ | (2,172,613  | )                   |  |  |      | $ | (5,443,831 | )  |  |  |  | $ | (3,491,542  | )  |  |  |  |   | (7,321,334 | )  |
| Net loss per common share (basic and diluted)                            |  |  |                            | $ | (0.02       | )                   |  |  |      | $ | (0.07      | )  |  |  |  | $ | (0.03       | )  |  |  |  | $ | (0.09      | )  |
| Weighted average number of common shares outstanding (basic and diluted) |  |  |                            |   | 112,753,590 |                          |  |  |      |   | 78,069,134 |         |  |  |  |   | 107,456,011 |         |  |  |  |   | 78,069,134 |         |

See notes to condensed consolidated financial statements

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Table of Contents

CKRUSH, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY

|                                                           |  |  |                 |  |         |                      |  |  |                          |   |        |                     |  |  |                      |  |        |                |  |  |                                    |   |        |         |  |  |  |  |             |  |  |  |  |   |           |  |  |  |  |   |            |         |  |  |  |   |             |         |  |  |  |   |            |         |  |  |  |  |          |         |  |  |  |   |         |         |  |  |  |   |             |         |
|-----------------------------------------------------------|--|--|-----------------|--|---------|----------------------|--|--|--------------------------|---|--------|---------------------|--|--|----------------------|--|--------|----------------|--|--|------------------------------------|---|--------|---------|--|--|--|--|-------------|--|--|--|--|---|-----------|--|--|--|--|---|------------|---------|--|--|--|---|-------------|---------|--|--|--|---|------------|---------|--|--|--|--|----------|---------|--|--|--|---|---------|---------|--|--|--|---|-------------|---------|
|                                                      |  |  | Preferred Stock |  |         | Common Stock         |  |  | AdditionalPaid inCapital |   |        | Accumulated Deficit |  |  | DeferredCompensation |  |        | Treasury Stock |  |  | TotalStockholders’Deficiency |
|                                                      |  |  | Series D        |  |         | Convertible Series E |  |  |                     |   |        |                |
|                                                      |  |  | Shares          |  |         | Amount               |  |  | Shares                   |   |        | Amount              |  |  | Shares               |  |        | Amount         |  |  | Shares                             |   |        | Amount  |
| Balance – December 31, 2006                         |  |  |                 |  | 399,752 |                      |  |  |                          | $ | 3,998  |                     |  |  |                      |  | 940    |                |  |  |                                    | $ | 9      |         |  |  |  |  | 85,399,521  |  |  |  |  | $ | 853,995   |  |  |  |  | $ | 46,898,157 |         |  |  |  | $ | (60,122,397 | )  |  |  |  | $ | (3,289,659 | )  |  |  |  |  | (104,784 | )  |  |  |  | $ | (85,000 | )  |  |  |  | $ | (15,740,897 | )  |
| Issuance of common stock in connection with               |  |  |                 |  |    |                      |  |  |                          |   |   |                     |  |  |                      |  |   |                |  |  |                                    |   |   |         |  |  |  |  |        |  |  |  |  |   |      |  |  |  |  |   |       |         |  |  |  |   |        |         |  |  |  |   |       |         |  |  |  |  |     |         |  |  |  |   |    |         |  |  |  |   |        |         |
| conversion of Preferred Stock                             |  |  |                 |  |    |                      |  |  |                          |   |   |                     |  |  |                      |  | (180   | )         |  |  |                                    |   | (1     | )  |  |  |  |  | 180,000     |  |  |  |  |   | 1,800     |  |  |  |  |   | (1,799     | )  |  |  |  |   |        |         |  |  |  |   |       |         |  |  |  |  |     |         |  |  |  |   |    |         |  |  |  |   | —     |         |
| conversion of notes and loans payable                     |  |  |                 |  |    |                      |  |  |                          |   |   |                     |  |  |                      |  |   |                |  |  |                                    |   |   |         |  |  |  |  | 4,746,623   |  |  |  |  |   | 47,466    |  |  |  |  |   | 769,104    |         |  |  |  |   |        |         |  |  |  |   |       |         |  |  |  |  |     |         |  |  |  |   |    |         |  |  |  |   | 816,570     |         |
| private placements – net of expenses                |  |  |                 |  |    |                      |  |  |                          |   |   |                     |  |  |                      |  |   |                |  |  |                                    |   |   |         |  |  |  |  | 15,033,334  |  |  |  |  |   | 150,333   |  |  |  |  |   | 1,246,667  |         |  |  |  |   |        |         |  |  |  |   |       |         |  |  |  |  |     |         |  |  |  |   |    |         |  |  |  |   | 1,397,000   |         |
| cashless exercise of warrants and options                 |  |  |                 |  |    |                      |  |  |                          |   |   |                     |  |  |                      |  |   |                |  |  |                                    |   |   |         |  |  |  |  | 687,560     |  |  |  |  |   | 6,876     |  |  |  |  |   | (6,876     | )  |  |  |  |   |        |         |  |  |  |   |       |         |  |  |  |  |     |         |  |  |  |   |    |         |  |  |  |   | —     |         |
| settlements                                               |  |  |                 |  |    |                      |  |  |                          |   |   |                     |  |  |                      |  |   |                |  |  |                                    |   |   |         |  |  |  |  | 885,263     |  |  |  |  |   | 8,853     |  |  |  |  |   | 174,937    |         |  |  |  |   |        |         |  |  |  |   |       |         |  |  |  |  |     |         |  |  |  |   |    |         |  |  |  |   | 183,790     |         |
| consulting arrangements                                   |  |  |                 |  |    |                      |  |  |                          |   |   |                     |  |  |                      |  |   |                |  |  |                                    |   |   |         |  |  |  |  | 3,500,000   |  |  |  |  |   | 35,000    |  |  |  |  |   | 915,000    |         |  |  |  |   |        |         |  |  |  |   | (725,000   | )  |  |  |  |  |     |         |  |  |  |   |    |         |  |  |  |   | 225,000     |         |
| acquisition of Trisoft and Audiostreet                    |  |  |                 |  |    |                      |  |  |                          |   |   |                     |  |  |                      |  |   |                |  |  |                                    |   |   |         |  |  |  |  | 4,000,000   |  |  |  |  |   | 40,000    |  |  |  |  |   | 760,000    |         |  |  |  |   |        |         |  |  |  |   |       |         |  |  |  |  |     |         |  |  |  |   |    |         |  |  |  |   | 800,000     |         |
| financing fees                                            |  |  |                 |  |    |                      |  |  |                          |   |   |                     |  |  |                      |  |   |                |  |  |                                    |   |   |         |  |  |  |  | 100,000     |  |  |  |  |   | 1,000     |  |  |  |  |   | 14,000     |         |  |  |  |   |        |         |  |  |  |   |       |         |  |  |  |  |     |         |  |  |  |   |    |         |  |  |  |   | 15,000      |         |
| settlement of accrued compensation for former CEO         |  |  |                 |  |    |                      |  |  |                          |   |   |                     |  |  |                      |  |   |                |  |  |                                    |   |   |         |  |  |  |  | 1,326,923   |  |  |  |  |   | 13,269    |  |  |  |  |   | 159,231    |         |  |  |  |   |        |         |  |  |  |   |       |         |  |  |  |  |     |         |  |  |  |   |    |         |  |  |  |   | 172,500     |         |
| Compensation expense – employee stock options       |  |  |                 |  |    |                      |  |  |                          |   |   |                     |  |  |                      |  |   |                |  |  |                                    |   |   |         |  |  |  |  |        |  |  |  |  |   |      |  |  |  |  |   | 419,585    |         |  |  |  |   |        |         |  |  |  |   |       |         |  |  |  |  |     |         |  |  |  |   |    |         |  |  |  |   | 419,585     |         |
| Amortization of deferred compensation                     |  |  |                 |  |    |                      |  |  |                          |   |   |                     |  |  |                      |  |   |                |  |  |                                    |   |   |         |  |  |  |  |        |  |  |  |  |   |      |  |  |  |  |   |       |         |  |  |  |   |        |         |  |  |  |   | 1,674,626  |         |  |  |  |  |     |         |  |  |  |   |    |         |  |  |  |   | 1,674,626   |         |
| Compensation expense – warrants issued for services |  |  |                 |  |    |                      |  |  |                          |   |   |                     |  |  |                      |  |   |                |  |  |                                    |   |   |         |  |  |  |  |        |  |  |  |  |   |      |  |  |  |  |   | 39,000     |         |  |  |  |   |        |         |  |  |  |   |       |         |  |  |  |  |     |         |  |  |  |   |    |         |  |  |  |   | 39,000      |         |
| Reclassification of derivative liability                  |  |  |                 |  |    |                      |  |  |                          |   |   |                     |  |  |                      |  |   |                |  |  |                                    |   |   |         |  |  |  |  |        |  |  |  |  |   |      |  |  |  |  |   | 2,418,684  |         |  |  |  |   |        |         |  |  |  |   |       |         |  |  |  |  |     |         |  |  |  |   |    |         |  |  |  |   | 2,418,684   |         |
| Net loss                                                  |  |  |                 |  |    |                      |  |  |                          |   |   |                     |  |  |                      |  |   |                |  |  |                                    |   |   |         |  |  |  |  |        |  |  |  |  |   |      |  |  |  |  |   |       |         |  |  |  |   | (3,491,542  | )  |  |  |  |   |       |         |  |  |  |  |     |         |  |  |  |   |    |         |  |  |  |   | (3,491,542  | )  |
| Balance – June 30 2007                         |  |  |                 |  | 399,752 |                      |  |  |                          | $ | 3,998  |                     |  |  |                      |  | 760    |                |  |  |                                    | $ | 8      |         |  |  |  |  | 115,859,224 |  |  |  |  | $ | 1,158,592 |  |  |  |  | $ | 53,805,690 |         |  |  |  | $ | (63,613,939 | )  |  |  |  | $ | (2,340,033 | )  |  |  |  |  | (104,784 | )  |  |  |  | $ | (85,000 | )  |  |  |  | $ | (11,070,684 | )  |

See notes to condensed consolidated financial statements

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Table of Contents

CKRUSH, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS(Unaudited)

|                                                                                                             |  |  |                          |   |            |         |  |  |  |   |            |         |
|-------------------------------------------------------------------------------------------------------------|--|--|--------------------------|---|------------|---------|--|--|--|---|------------|---------|
|                                                                                                        |  |  | Six Months EndedJune 30, |
|                                                                                                        |  |  | 2007                     |   |            | 2006    |
| Cash Flows From Operating Activities                                                                        |  |  |                          |   |       |         |  |  |  |   |       |         |
| Net loss                                                                                                    |  |  |                          | $ | (3,491,542 | )  |  |  |  | $ | (7,321,334 | )  |
| Adjustments to reconcile net loss to net cash used in operating activities:                                 |  |  |                          |   |       |         |  |  |  |   |       |         |
| Depreciation and amortization                                                                               |  |  |                          |   | 97,597     |         |  |  |  |   | 18,951     |         |
| Impairment charges                                                                                          |  |  |                          |   | 20,000     |         |  |  |  |   | —    |         |
| Non-cash compensation expense                                                                               |  |  |                          |   | 2,359,430  |         |  |  |  |   | 6,335,083  |         |
| Change in fair value of derivative liability                                                                |  |  |                          |   | (667,677   | )  |  |  |  |   | —    |         |
| Accrued interest                                                                                            |  |  |                          |   | 269,141    |         |  |  |  |   | 104,835    |         |
| Amortization of debt discount                                                                               |  |  |                          |   |       |         |  |  |  |   | 132,422    |         |
| Accrued settlement costs                                                                                    |  |  |                          |   | 10,124     |         |  |  |  |   | 186,417    |         |
| Gain on sale of promotional rights                                                                          |  |  |                          |   |       |         |  |  |  |   | (21,852    | )  |
| Minority interest                                                                                           |  |  |                          |   |       |         |  |  |  |   | (72,328    | )  |
| Gain on settlement with related party                                                                       |  |  |                          |   |       |         |  |  |  |   | (1,478,845 | )  |
| (Increase) decrease in operating assets:                                                                    |  |  |                          |   |       |         |  |  |  |   |       |         |
| Accounts receivable                                                                                         |  |  |                          |   | (147,343   | )  |  |  |  |   | 4,040      |         |
| Film costs – net                                                                                      |  |  |                          |   | 674,703    |         |  |  |  |   | (657,672   | )  |
| Prepaid expenses and other assets                                                                           |  |  |                          |   | (9,551     | )  |  |  |  |   | (40,461    | )  |
| Restricted cash                                                                                             |  |  |                          |   | 48,397     |         |  |  |  |   | 88,836     |         |
| Increase (decrease) in operating liabilities:                                                               |  |  |                          |   |       |         |  |  |  |   |       |         |
| Accounts payable and accrued expenses                                                                       |  |  |                          |   | 264,655    |         |  |  |  |   | 508,992    |         |
| Accrued litigation and judgments payable                                                                    |  |  |                          |   | (130,000   | )  |  |  |  |   | (40,349    | )  |
| Deferred revenues                                                                                           |  |  |                          |   | (284,475   | )  |  |  |  |   | —    |         |
| Net Cash Used In Operating Activities                                                                       |  |  |                          |   | (986,540   | )  |  |  |  |   | (2,253,265 | )  |
| Cash Flows From Investing Activities                                                                        |  |  |                          |   |       |         |  |  |  |   |       |         |
| Acquisition of Trisoft and Audiostreet                                                                      |  |  |                          |   | (600,000   | )  |  |  |  |   |       |         |
| Purchases of property and equipment                                                                         |  |  |                          |   | (18,879    | )  |  |  |  |   | (88,491    | )  |
| Proceeds from sale of assets to former president                                                            |  |  |                          |   |       |         |  |  |  |   | 213,559    |         |
| Proceeds from sales of exclusive promotional agreements                                                     |  |  |                          |   | —    |         |  |  |  |   | 143,000    |         |
| Net Cash (Used In) Provided By Investing Activities                                                         |  |  |                          |   | (618,879   | )  |  |  |  |   | 268,068    |         |
| Cash Flows From Financing Activities                                                                        |  |  |                          |   |       |         |  |  |  |   |       |         |
| Proceeds from issuance of:                                                                                  |  |  |                          |   |       |         |  |  |  |   |       |         |
| common stock                                                                                                |  |  |                          |   | 309,500    |         |  |  |  |   | 677,710    |         |
| notes and loans payable                                                                                     |  |  |                          |   | 292,000    |         |  |  |  |   | 1,010,000  |         |
| production interests (minority interests)                                                                   |  |  |                          |   | 139,200    |         |  |  |  |   | 647,000    |         |
| notes payable – related party                                                                         |  |  |                          |   |       |         |  |  |  |   | 50,000     |         |
| Repayment of production interests                                                                           |  |  |                          |   | (570,000   | )  |  |  |  |   |       |         |
| Repayment of notes and loans payable – other                                                          |  |  |                          |   | —    |         |  |  |  |   | (76,000    | )  |
| Repayment of notes and loans payable – related parties                                                |  |  |                          |   | —    |         |  |  |  |   | (281,736   | )  |
| Net Cash Provided From Financing Activities                                                                 |  |  |                          |   | 170,700    |         |  |  |  |   | 2,026,974  |         |
| Net (Decrease) Increase In Cash                                                                             |  |  |                          |   | (1,434,719 | )  |  |  |  |   | 41,777     |         |
| Cash – Beginning of Period                                                                            |  |  |                          |   | 1,504,572  |         |  |  |  |   | 57,533     |         |
| Cash – End of Period                                                                                  |  |  |                          | $ | 69,853     |         |  |  |  | $ | 99,310     |         |
| Supplemental Disclosures:                                                                                   |  |  |                          |   |       |         |  |  |  |   |       |         |
| Cash paid during the period for:                                                                            |  |  |                          |   |       |         |  |  |  |   |       |         |
| Interest                                                                                                    |  |  |                          | $ | —    |         |  |  |  | $ | 1,051      |         |
| Non-cash investing and financing activities:                                                                |  |  |                          |   |       |         |  |  |  |   |       |         |
| Issuance of common stock and warrants for                                                                   |  |  |                          |   |       |         |  |  |  |   |       |         |
| acquisition of Trisoft and Audiostreet                                                                      |  |  |                          | $ | 800,000    |         |  |  |  |   |       |         |
| conversion of notes and loans payable                                                                       |  |  |                          |   | 708,288    |         |  |  |  | $ | 1,016,720  |         |
| compensation                                                                                                |  |  |                          |   | 225,000    |         |  |  |  |   |       |         |
| settlement of other obligations                                                                             |  |  |                          |   | 503,666    |         |  |  |  |   |       |         |
| cashless exercise of warrants                                                                               |  |  |                          |   | 6,876      |         |  |  |  |   | 2,000,000  |         |
| commons shares to be issues                                                                                 |  |  |                          |   | 1,312,500  |         |  |  |  |   |       |         |
| conversion Series E preferred stock                                                                         |  |  |                          |   | 1,800      |         |  |  |  |   | 1,100      |         |
| financing fee                                                                                               |  |  |                          |   | 15,000     |         |  |  |  |   |       |         |
| Derivative liability reclassified as equity                                                                 |  |  |                          |   | 2,418,684  |         |  |  |  |   |       |         |
| Increase in minority interest and issuance of warrants and new note payble upon conversion of notes payable |  |  |                          |   |       |         |  |  |  |   | 146,500    |         |

See notes to condensed consolidated financial statements

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CKRUSH, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

Note 1.    Description of Business

Ckrush, Inc. and subsidiaries (the ‘‘Company’’) is an innovative entertainment and interactive media group at the forefront of the convergence of entertainment content with social media, online communities and digital technology. The Company produces feature films and other content and develops and maintains web sites, including online communities, primarily geared towards young adults 18-34. The Company’s fully interactive online communities include ‘‘LiveMansion.com’’ (http://www.livemansion.com/), ‘‘AudioStreet.net’’ (http://www.audiostreet.net/) and ‘‘MixStreet.net’’ (http://www.mixstreet.net/). Ckrush’s feature film productions include ‘‘Beer League,’’ starring Artie Lange; ‘‘National Lampoon’s TV the Movie,’’ starring Steve O and Wee Man of ‘‘Jackass’’ fame; and ‘‘National Lampoon’s Pledge This,’’ starring Paris Hilton. Ckrush services also include website design, development, hosting, advertising and media placement.

Note 2.    Basis of Presentation

The Company has incurred net losses of $3.5 million    during the six month period ended June 30, 2007, and $11.8 million and $7.7 million during the years ended December 31, 2006 and 2005, respectively. In addition, the Company is not in compliance with certain of its outstanding notes and loans payable including unpaid interest and may not be in compliance with certain its past settlements including legal judgments. Further, the Company had a stockholders’ deficiency of $11 million at June 30, 2007. Historically, the Company has successfully obtained external financing through short-term borrowings and private placements of equity and convertible debt and thus, the Company hopes to remedy these possible defaults through additional borrowings, conversion of existing debt to equity, ownership contributions, and/or renegotiation of existing terms and conditions of certain of its obligations. However, if the Company’s lenders are unwilling to continue to refrain from demanding compliance by the Company to payment terms for its indebtedness, it may significantly impede our ability to raise additional funds and/or to conduct normal business operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern and the accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

As more fully discussed in the Note 13, the Company in July 2007 initiated an offering through a private placement of Company securities in order to raise a maximum of $4.5 million (subject to an over-allotment of $1 million). The first $1.5 million of net capital raised will be immediately available to the Company for working capital purposes. The next $2.5 million of net capital will be held in escrow by counsel to the Company to be released upon the Company obtaining written agreements from creditors to settle such claims such that the Company’s liabilities would be reduced by at least 60% in exchange for not more than $2,500,000 plus shares and any other non-cash consideration. The Company is also taking actions to address liquidity in the following ways:

|  |              |                                                                                            |
|--|--------------|--------------------------------------------------------------------------------------------|
|  | •  | continuing to negotiate with existing creditors to convert their indebtedness into equity; |

|  |              |                                                                                                           |
|--|--------------|-----------------------------------------------------------------------------------------------------------|
|  | •  | developing additional sources of debt and equity financing to satisfy our current operating requirements; |

|  |              |                                                                                                                                               |
|--|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | entering into new initiatives to develop and acquire additional internet websites in order to deliver unique viewers for commercial purposes; |

|  |              |                                                                                     |
|--|--------------|-------------------------------------------------------------------------------------|
|  | •  | produce and distribute film properties as well as other entertainment projects; and |

|  |              |                                                                       |
|--|--------------|-----------------------------------------------------------------------|
|  | •  | pursuing production partnerships and joint ventures to fund projects. |

There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity 

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CKRUSH, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (continued)(Unaudited)

financings or other potential sources. The lack of additional capital resulting from the Company’s inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on the Company’s business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.

The accompanying interim consolidated financial statements of the Company are unaudited, but in the opinion of management, reflect all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the results for the interim period. Accordingly, they do not include all information and notes required by generally accepted accounting principles for complete financial statements. The results of operations for interim periods are not necessarily indicative of results to be expected for the entire of fiscal year any other period. These interim consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes for the year ended December 31, 2006 filed on Form 10-KSB on April 5, 2007.

Note 3.    Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of Ckrush, Inc. and all of its majority-owned and controlled subsidiaries, with a provision for minority interests. The Company reviews its relationships with other entities to identify whether it is the primary beneficiary of a variable interest entity (‘‘VIE’’). If the determination is made that the Company is the primary beneficiary, then the entity is consolidated in accordance with Financial Accounting Standards Board (‘‘FASB’’) Interpretation No. (‘‘FIN’’) 46, ‘‘Consolidation of Variable Interest Entities’’. The Company accounted for its investment in joint ventures under the consolidation method of accounting since the Company provided all funding and exercised significant control. All inter-company accounts and transactions have been eliminated in consolidation.

Revenue Recognition

Revenues from the sale or licensing of films are recognized upon meeting all recognition requirements of Statement of Position (SOP) 00-2 ‘‘Accounting by Producers or Distributors of Films’’. Revenue from sales to distributors is recognized when access to the feature has been granted or delivery has occurred, as required under the sales contract, and the right to exploit the feature film has commenced.

Revenue related to website development activities is recognized as services are provided. Therefore the consolidated financial statements take into account the revenue earned to date on contracts not yet completed as estimated by management. Advertising and hosting revenues are recognized ratably over the period benefited.

Website Development Expenses

The Company’s websites are comprised of various features, which contribute to their overall functionality. The Company will capitalized costs incurred for the production of computer software that generates the functionality once technological feasibility is established and it is determined that such costs should be recoverable against future revenues. Website development costs incurred prior to the determination that the product is technologically feasible, as well as maintenance costs for established products, are expensed as incurred. As of June 30, 2007, the Company has not capitalized any costs incurred for LiveMansion.com and has not earned any revenues related to the site. The Company’s other sites were acquired in February 2007 in the transaction described in Note 4.

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CKRUSH, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (continued)(Unaudited)

Stock Based Compensation

The Company follows the provisions of Statement of Financial Accounting Standards No.123R, Share-Based Payment (SFAS 123R), which revised SFAS 123, Accounting for Stock-Based Compensation and supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25). SFAS 123R requires that new, modified and unvested share-based payment transactions with employees, such as stock options and restricted stock, be recognized in the financial statements based on their fair value and recognized as compensation expense over the requisite service period. The Company adopted SFAS 123R effective January 1, 2006. The implementation of FAS No. 123 (R) has resulted in non-cash compensation charges of $210,000 and $420,000for the three and six months ended June 30, 2007, respectively, and $2.3 million and $2.5 million for the three and six months ended June 30, 2006. The non-cash charge in 2006 was principally the result of awarding immediately vested options in the June 2006.

Income Taxes

The Company accounts for income taxes under the asset and liability method using SFAS No. 109, ‘‘Accounting for Income Taxes.’’ Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The tax effects of temporary differences that gave rise to the deferred tax assets and deferred tax liabilities are primarily attributable to net operating loss carry-forwards. Since the Company has a history of losses, a full valuation allowance has been established. In addition, utilization of net operating loss carry-forwards are subject to a substantial annual limitation due to the ‘‘change in ownership’’ provisions of the Internal Revenue Code. The annual limitation may result in the expiration of net operating loss carry-forwards before utilization.

Loss per share

Loss per common share is based upon the weighted average number of common shares outstanding during the year. Diluted loss per common share is the same as basic loss per share, as the effect of potentially dilutive securities (options – 31,700,000 (2007) and 31,849,000 (2006) and warrants 45,293,902 (2007) and 30,051,373 (2006)) are anti-dilutive.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates relate to ultimate revenue and costs for investment in films, provision for doubtful accounts, income taxes and accruals for contingent liabilities; and impairment assessments for investment in films and other projects, property and equipment, and intangible assets. Actual results could differ from such estimates.

Recently Issued Accounting Pronouncements

SAB 108

In September 2006, the SEC staff issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements 

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CKRUSH, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (continued)(Unaudited)

(SAB 108). SAB 108 was issued in order to eliminate the diversity in practice surrounding how public companies quantify financial statement misstatements. SAB 108 requires that registrants quantify errors using both a balance sheet and income statement approach and evaluate whether either approach results in a misstated amount that, when all relevant quantitative and qualitative factors are considered, is material. The Company has considered the SAB 108 to be not material.

SFAS 157

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157). SFAS 157 provides a common definition of fair value and establishes a framework to make the measurement of fair value in generally accepted accounting principles more consistent and comparable. SFAS 157 also requires expanded disclosures to provide information about the extent to which fair value is used to measure assets and liabilities, the methods and assumptions used to measure fair value, and the effect of fair value measures on earnings. SFAS 157 is effective for the Company’s year end 2008, although early adoption is permitted. The Company is assessing the potential effect of SFAS 157 on its financial statements.

Note 4.    Acquisition of Trisoft Media, Inc. and AudioStreet, Inc.

On February 5, 2007, the Company entered into and completed an agreement to acquire the business and certain assets of Trisoft Media, Inc. and AudioStreet, Inc. including two online community websites that focus primarily on music and music-based content.

The acquired businesses consist of website design, development, hosting, advertising and media placement. The principal assets acquired consist of the websites AudioStreet.net and MixStreet.net. The Company had no material relationship with the selling companies Trisoft Media, Inc. and AudioStreet, Inc. or their shareholders. However, the Company had previously retained Trisoft to provide website design and development services and hosting for our LiveMansion.net website.

The purchase price for the assets of $1.4 million consisted of a cash payment of $600,000 plus the issuance of 4 million shares of common stock to the shareholders of the selling corporations and their agent and $49,000 in direct acquisition costs. The purchase consideration has been allocated to the estimated fair values of the assets acquired and liabilities assumed as follows:

|                                       |  |  |       |   |           |         |  |  |         |
|---------------------------------------|--|--|-------|---|-----------|---------|--|--|---------|
|                                  |  |  | Total |   |           | Life    |
| Accounts receivable                   |  |  |       | $ | 12,500    |         |  |  |    |
| Equipment                             |  |  |       |   | 12,000    |         |  |  |    |
| Security deposit                      |  |  |       |   | 2,000     |         |  |  |    |
| Amortizable intangible assets – |  |  |       |   |      |         |  |  |    |
| Websites and related registered users |  |  |       |   | 615,000   |         |  |  | 3 years |
| Goodwill                              |  |  |       |   | 813,000   |         |  |  |    |
| Total assets acquired                 |  |  |       |   | 1,454,500 |         |  |  |    |
| Liabilities assumed                   |  |  |       |   | (5,000    | )  |  |  |    |
| Net assets acquired                   |  |  |       | $ | 1,449,500 |         |  |  |    |

The results of operations of the acquired businesses are included in the results of the Company since the date of acquisition. Pro forma results of operations for 2007 and 2006 are not presented as the impact of the acquisition on the Company’s results of operation prior to the acquisition was not material.

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CKRUSH, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (continued)(Unaudited)

Note 5.    Film Costs and Minority Interests

Film costs consist of production costs ($470,000) for a film which was released principally for the home marketplace and management anticipates that the costs will be fully amortized within the next operating cycle.

In July 2006, the Company announced that it would produce ‘‘LiveMansion: The Movie’’ which will be cast online by members of the LiveMansion.com social networking community. To assist in the financing of the movie, the Company sold minority ownership interests for which to the extent of available cash flow from the film, the investors are entitled to a return of 100% of the purchase price plus a 20% preferred return. The Company received approximately $1 million, net of expenses for the interests sold. The Company is permitted to use the proceeds from the sale of minority interests for working capital purposes prior to use for production of the film. As of June 30, 2007, the Company utilized approximately $823,000 for working capital needs and used $320,000 in the promotion of the film project.

During 2005 and 2006, the Company through a private placement offering pursuant to which two of the Company’s subsidiaries sold and issued an aggregate of approximately 86 units of revenue participation rights (‘‘RPRs’’) in film projects for an aggregate purchase price of approximately $5.5 million representing a minority ownership interests in the subsidiaries. To the extent of available cash flow from the Company’s subsidiaries, the RPRs entitle the investors to a return of 100% of their respective purchase price plus a 20% preferred return and an aggregate 15% interest in the residual cash flow.

As of June 30, 2007, the holders of the RPR units were repaid $1 million, of which $570,000 was returned in February 2007, from advances received from the domestic and foreign distributors of the film projects.

The Company has guaranteed the repayment of one investor’s investment of $2.7 million in the RPR’s plus its preferred return. The investor has the right to enforce the guaranty at any time commencing in June 2007, or earlier under certain circumstances. The Company also granted the investor a security interest in the Company’s rights and interests in the related film projects and to escrow a maximum of 9,000,000 shares of its common stock as further security for repayment of the obligation. In the opinion of management, the future revenue streams from the films produced through the financing from this private placement indicate that it is unlikely that the investor will be fully repaid from the films’ cash flow and the Company is in discussions with the investor as to the means to liquidate the obligation.

During June 2005, the Company entered into a joint venture operating agreement for the purpose of arranging, developing and producing film, television, music, publishing and related properties to be acquired by the joint venture including certain properties contributed by the other joint venture partner. The Company was required to make capital contributions of $748,000 over a 2 year period, of which the Company contributed $401,000 through June 30, 2007, net of repayments of $98,000.

During 2006, the Company and the joint venture partner entered into negotiations in order to adjust the capital contribution requirement and net income allocations, among other matters. In March 2007, the Company and a principal of the joint venture partner agreed subject to the consent of the other principal to allow for a reduction in the monthly funding obligations by the Company retroactive to October 1, 2006 and agreed to a new recoupment formula. As of June 30, 2007, the Company, in accordance with the terms of the original operating agreement terminated its participation in the venture and, according, the termination resulted in an impairment loss of $20,000.

In 2004, the Company and other parties entered into an agreement to form and become members of Pledge This Holdings, LLC (‘‘PTH’’). PTH was formed to finance, produce and distribute a feature-length motion picture.  In order to induce a group of investors to invest in and make other 

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CKRUSH, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (continued)(Unaudited)

accommodations to PTH, as well as, in partial consideration of its then 22.5% membership interest in PTH, the Company entered into an agreement to guarantee the repayment of the investors’ investment of $1 million if not recouped on or before June 30, 2005 and to pay interest on the investment at the rate of 12.4%. As further consideration, the Company issued, in 2004, 1,000,000 shares of its common stock, fair valued at $510,000. In connection with PTH obtaining additional financing, in 2005, the Company’s membership interest was reduced to 10% and another investor agreed to participate in the guarantee of the aforementioned $1 million investment to a maximum of 80%. Prior to 2007 the Company paid to the investors $1,800,000 (of which 750,000 shares were issued in lieu of cash) for interest on the investment and PTH repaid $420,000 from proceeds from the sale of domestic distribution rights for the film. In February, 2007, the investors received $600,000 in full settlement of the investment from PTH and the Company issued 768,306 shares of its common stock in full settlement of the interest due amounting to $144,000.

Note 6.    Accrued Litigation and Judgments Payable

Designscape

In April 2005 Designscape, Inc. filed an action in New York State Supreme Court against the Company and a former officer/director, alleging breach of contract and misrepresentations with respect to an alleged oral agreement to provide goods and services in connection with the production and staging of a television series and seeking approximately $550,000 and unspecified damages. In September 2006, the Company and Designscape agreed to settle the matter. On September 18, 2006, the Company agreed to pay Designscape $300,000 in installments through March 31, 2009 with interest at 9% accumulating on unpaid balance from September 25, 2005 payable on September 30, 2009. As of June 30, 2007, the Company’s obligation amounted to $222,000, including accrued interest.

Dewayne Layfield

In April 2005, Dewayne Layfield, a holder of a note payable from a subsidiary of the Company, arising from a previous settlement agreement, instituted a second arbitration proceeding against the Company seeking to recover $172,000 plus attorneys’ fees and costs. The Company answered, seeking a declaration that the Company had no further obligation due to breaches of the related agreement. The Company also filed a counterclaim seeking to recover amounts previously paid related to the previous agreement. In April 2006, the Company paid $31,000 to the holder to reduce the outstanding principal. In September 2006, the Company and Layfield entered into a settlement agreement in which the Company agreed to pay Layfield $170,000 in four payments from October 2006 through August 2007. If the Company does not make the scheduled payments the Company will be obligated to pay Layfield $200,000, less payments actually made under this agreement. As of June 30, 2007, the outstanding balance is $40,000 which is payable on August 21, 2007.

Shane Mosley

In November 2005, the Company and the Company’s former President entered into a settlement agreement with Shane Mosley, a boxer, related to a judgment in connection with an unpaid boxing purse. The Company agreed to pay $565,000 to Mosley in installments out of 60% of the net profits from any boxing events promoted or co-promoted by the Company (retroactively to September 2005) until the outstanding sum, plus accrued interest, is paid in full. In addition, the Company is entitled to a $100,000 credit against the above settlement amount, contingent upon the transfer and assignment of the Company’s rights to the Mosley Video Library. Any amounts unpaid by December 31, 2008 are immediately due. As of June 30, 2007, the Company has recorded as a liability $565,000 for this matter.

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CKRUSH, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (continued)(Unaudited)

In December 2006, Mosley filed a motion to restore the judgment as a result of a breach of the settlement because of non compliance to the settlement including the alleged decision to exit the boxing business. In January 2007, the Company filed its opposition to this motion and argued that these issues require a hearing and preclude summary adjudication.

First Equity

In June 2005, First Equity Capital Corporation (‘‘First Equity’’) filed an action against the Company in state court in Florida, alleging that the Company breached an unsigned agreement pursuant to which the Company allegedly hired First Equity to provide certain services. First Equity alleges that the Company is obligated to pay First Equity $1.5 million and to issue First Equity up to 4 million registered shares of common stock. In December 2005, William Nichols & Associates, Inc. (‘‘Nichols’’) and Norman Brodeur filed a motion to intervene alleging that First Equity, acting as an agent for the Company, engaged Nichols to raise capital on behalf of the Company and was entitled to $250,000 of First Equity’s fee and 3 million of the shares of stock claimed by First Equity. This motion was granted in March 2006.

The Company has filed answers denying any liability to First Equity and Nichols and raised numerous affirmative defenses. The Company is in the process of taking discovery in these matters and intends to vigorously defend.

National Sports Partners

In May 2003, National Sports Partners (‘‘NSP’’), the owner of Fox Sports Net Broadcast Service, commenced an action in California against us to collect approximately $239,000 for advertising time and production fees and costs for airing boxing events on Fox, plus interest, costs and attorney fees. In August 2004, the Company reached an agreement with NSP in which NSP agreed to forbear from further action against us in exchange for full payment over time of $239,000, plus deferred interest. The Company paid only $65,000 of such amount. In November 2006, NSP was awarded a judgment in the amount of $256,000 plus interest. As of June 30, 2007, the Company’s recorded liability for this matter is $191,000, including accrued interest.

Golden Gloves (PTY) Limited

On November 13, 2001, Golden Gloves (PTY) Limited, a boxing promoter based in Johannesburg, South Africa, commenced an action against the Company and our former President, alleging that the Company breached an agreement to share certain profits related to certain boxers. In February 2003, the Company agreed to pay $580,000 which is included in accrued litigation and judgments payable as of June 30, 2007 since the Company has not made any payments pursuant to the settlement agreement

J.P. Morgan Chase & Company

On January 13, 2004, J.P. Morgan Chase & Company (‘‘Chase’’) obtained a judgment in the amount of $95,000 against the Company’s former President and the Company in connection with the Company’s default on an outstanding note. In May 2004, Chase agreed to allow the Company to pay the outstanding principal amount, plus interest at 4% per annum, in 60 monthly payments of $2,000 each, in exchange for forbearance on any additional efforts to collect upon the unsatisfied portion of the balance. The balance on this obligation at June 30,2007 amounted to $87,800, including accrued interest.. The Company is not in compliance with the terms set forth in the forbearance agreement.

Other

There are other matters in which the Company has entered into settlements in prior years for which the Company has not made the required payments.

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In the opinion of management, on the advice of counsel, the Company has made adequate provision for potential liabilities, if any, arising from litigation settlements and other claims arising from the above matters. As of June 30, 2007, the Company had accrued $1.9 million, with respect to such matters. However, the costs and other effects of pending or future litigation, governmental investigations, legal and administrative cases and proceedings (whether civil or criminal), settlements, judgments and investigations, claims and changes in those matters (including those matters described above), and developments or assertions by or against the Company relating to contractual rights related to boxers and the promotion of boxing events, intellectual property rights and intellectual property licenses, could have a material adverse effect on the Company’s business, financial condition and operating results.

Note 7.    Notes and Loans Payable

Notes and loan payable includes accrued interest (5.67% – weighted average) of $393,000. During the six months ended June 30, 2007, the holders of $708,473 of notes payable, including accrued interest, allowed the Company to convert the indebtedness into 4,746,623 shares of common stock.

During the six months ended June 30, 2007 the Company borrowed $117,000 from the consultant discussed in Note 8. The note is payable on demand without interest.

The Company is not in compliance with the payment terms for $1.5 million of the notes and loans payable including unpaid interest.

Note 8.    Related Party Transactions    

Due to related parties at June 30, 2007 includes the Company obligations to the Company’s President arising from a loan provided in a prior year, including accrued interest. The loan is unsecured, has no specific terms, conditions or maturities.

During the three months ended June 30, 2007, the Company provided website, hosting and graphic design services to a client for which our Executive Vice President and Chief Financial Officer also serves as the client’s Chief Financial Officer. A consultant to the Company is also a significant stockholder of the client. The Company was paid $63,000 for these services including a prepayment as of June 30, 2007.

Note 9.    Stockholders’ Deficiency

On January 25, 2007, at a special meeting of the stockholders, the stockholders approved the following:

|  |              |                                         |
|--|--------------|-----------------------------------------|
|  | •  | Ckrush, Inc. 2006 Stock Incentive Plan; |

|  |              |                                                                                                                                                                                                    |
|--|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | An amendment to the Company’s Certificate of Incorporation (as amended) to Increase the authorized shares of the Company’s common stock from 100 million 300 million shares; |

|  |              |                                                                                      |
|--|--------------|--------------------------------------------------------------------------------------|
|  | •  | A reverse stock split of the Company’s outstanding shares of common stock; and |

|  |              |                                                                                                                                                |
|--|--------------|------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | An amendment to the Company’s Certificate of Incorporation (as amended) to create staggered three-year terms for the Board of Directors. |

Common Stock

During the six months ended June 30, 2007, the Company issued 2.3 million shares of common stock in connection with a private placement at $.10 per share together with warrants to purchase 2.3 million shares of common stock at $.10 per share for $225,000. The Company also issued 

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12 million shares of common shares related to the same offering which had begun in the prior year. As of December 31, 2006, the net proceeds from these transactions were classified as ‘‘obligations for common stock to be issued’’, in accordance with the subscription agreement which allowed for the delay in the issuance of the shares subject to the above mentioned approval by the Company’s stockholders of an increase in the authorized number of shares. In addition, during April 2007, the Company issued 733,334 shares of common stock in connection with a private placement at $.15 per share together with warrants to purchase 366,667 shares of common stock at $.15 per share.

The Company has outstanding stock options, warrants, convertible securities and other contingent obligations, all of which could require the Company to issue common stock in a number which exceeded the authorized amount prior to an increase approved by the shareholders. In accordance with Emerging Issues Task Force Issue 00-19 (‘‘EITF 00-19’’), ‘‘Accounting for Derivative Financial Instruments Indexed To, and Potentially Settled in, a Company’s Own Stock’’, the lack of a sufficient number of authorized shares to meet the Company’s obligations to issue common shares resulted in a requirement to account for certain of the Company’s outstanding securities as liabilities. Accordingly, during 2006 and through January 25, 2007, the Company reclassified certain outstanding warrants and options as derivative liabilities for financial statement reporting, which were marked to fair value periodically pursuant EITF 00-19. The Company valued these options and warrants utilizing the Black-Scholes method of valuation resulting in a reclassification from stockholders’ equity of $3.2 million as of December 31, 2006, and, during 2007, the Company recorded a non-cash gain of $668,000 to reflect the associated change in fair value of the warrants during the period. In January 2007, as a result of the stockholder approval of the increase in authorized number of common shares, the liability was reclassified to equity.

Warrants

A summary of warrant activity for the three months ended June 30, 2007 and 2006 is as follows:

|                                     |  |  |                   |  |            |                               |  |  |                   |   |     |                               |  |  |  |  |            |         |  |  |  |   |     |  |
|-------------------------------------|--|--|-------------------|--|------------|-------------------------------|--|--|-------------------|---|-----|-------------------------------|--|--|--|--|------------|---------|--|--|--|---|-----|--|
|                                |  |  | 2007              |  |            | 2006                          |
|                                |  |  | Number ofWarrants |  |            | WeightedAverageExercise Price |  |  | Number ofWarrants |   |     | WeightedAverageExercise Price |
| Balance – beginning of period |  |  |                   |  | 44,721,486 |                               |  |  |                   | $ | .21 |                               |  |  |  |  | 30,051,373 |         |  |  |  | $ | .26 |  |
| Issued                              |  |  |                   |  | 4,027,666  |                               |  |  |                   |   | .11 |                               |  |  |  |  | 5,050,000  |         |  |  |  |   | .15 |  |
| Exercised – cashless          |  |  |                   |  | (2,300,000 | )                        |  |  |                   |   | .10 |                               |  |  |  |  | (2,500,000 | )  |  |  |  |   | .10 |  |
| Expired                             |  |  |                   |  | (1,155,250 | )                        |  |  |                   |   | .50 |                               |  |  |  |  | (1,257,388 | )  |  |  |  |   | .34 |  |
| Balance – end of period       |  |  |                   |  | 45,293,902 |                               |  |  |                   | $ | .15 |                               |  |  |  |  | 29,700,539 |         |  |  |  | $ | .30 |  |

Stock Options

Stock option share activity and weighted average exercise price under these plans for the three months ended June 30, 2007 and 2006 is as follows:

|                                     |  |  |                  |  |            |                               |  |  |                  |   |        |                               |  |  |  |  |            |  |  |  |  |   |        |  |
|-------------------------------------|--|--|------------------|--|------------|-------------------------------|--|--|------------------|---|--------|-------------------------------|--|--|--|--|------------|--|--|--|--|---|--------|--|
|                                |  |  | 2007             |  |            | 2006                          |
|                                |  |  | Number ofOptions |  |            | WeightedAverageExercise Price |  |  | Number ofOptions |   |        | WeightedAverageExercise Price |
| Balance – beginning of period |  |  |                  |  | 31,849,000 |                               |  |  |                  | $ | .17    |                               |  |  |  |  | 299,000    |  |  |  |  | $ | 1.09   |  |
| Issued                              |  |  |                  |  |       |                               |  |  |                  |   |   |                               |  |  |  |  | 31,550,000 |  |  |  |  |   | .17    |  |
| Expired                             |  |  |                  |  | (149,000   | )                        |  |  |                  |   | 1.43   |                               |  |  |  |  |       |  |  |  |  |   |   |  |
| Balance – end of period       |  |  |                  |  | 31,700,000 |                               |  |  |                  | $ | .17    |                               |  |  |  |  | 31,849,000 |  |  |  |  | $ | .17    |  |

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Note 10.    Income Taxes

At December 31, 2006, the Company had net operating loss carry forwards for Federal tax purposes of approximately $48 million, which are available to offset future taxable income, if any, through 2025. Under Federal Tax Law IRC Section 382, certain significant changes in ownership of the Company, including the reverse merger transaction of 2002, may restrict the future utilization of these tax loss carry forwards.

Note 11.    Segment Data

SFAS No. 131 ‘‘Disclosures about Segments of an Enterprise and Related Information’’ requires the Company to make certain disclosures about each reportable segment. The Company’s reportable segments are determined based on the distinct nature of their operations and each segment is a strategic business unit that offers different products and services and is managed separately. SFAS No. 131 defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

The Company has two reportable segments: entertainment and digital media. The entertainment segment activities consist of development and production of digital and filmed content for global distribution to all media platforms including the internet. The digital media segment includes our activities related to the development and maintenance of web sites, online communities and technology platforms that allow users to electronically create and publish content, including video, share that content with others and/or connect with others based upon common interests. In prior years the Company was also a promoter of professional boxers and boxing events which was a separate segment for financial reporting purposes.

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|                                               |  |  |                                                                                                                          |   |           |              |  |  |               |   |          |              |  |             |         |   |                                                                                |               |  |        |  |   |         |         |  |        |  |   |          |         |  |  |  |   |         |         |
|-----------------------------------------------|--|--|--------------------------------------------------------------------------------------------------------------------------|---|-----------|--------------|--|--|---------------|---|----------|--------------|--|-------------|---------|---|--------------------------------------------------------------------------------|---------------|--|--------|--|---|---------|---------|--|--------|--|---|----------|---------|--|--|--|---|---------|---------|
|                                          |  |  | Six months ended June 30,                                                                                           |
|                                          |  |  | 2007                                                                                                                     |   |           | 2006         |
|                                          |  |  | Consolidated                                                                                                             |   |           | DigitalMedia |  |  | Entertainment |   |          | Consolidated |  |             | Sports  |   |                                                                                | Entertainment |
| Net revenues                                  |  |  |                                                                                                                          | $ | 935,846   |              |  |  |               | $ | 200,846  |              |  |             |         | $ | 735,000                                                                        |               |  |        |  | $ | 75,470  |         |  |        |  | $ | —  |         |  |  |  | $ | 75,470  |         |
| Operating costs and expenses                  |  |  |                                                                                                                          |   |      |              |  |  |               |   |     |              |  |             |         |   |                                                                           |               |  |        |  |   |    |         |  |        |  |   |     |         |  |  |  |   |    |         |
| Cost of revenues                              |  |  |                                                                                                                          |   | 880,123   |              |  |  |               |   | 180,373  |              |  |             |         |   | 699,750                                                                        |               |  |        |  |   | 69,556  |         |  |        |  |   | —  |         |  |  |  |   | 69,556  |         |
| Depreciation and amortization                 |  |  |                                                                                                                          |   | 97,597    |              |  |  |               |   | 88,045   |              |  |             |         |   | 9,552                                                                          |               |  |        |  |   | 18,951  |         |  |        |  |   | 15,625   |         |  |  |  |   | 3,326   |         |
| Impairment charges                            |  |  |                                                                                                                          |   | 66,667    |              |  |  |               |   | —  |              |  |             |         |   | 66,667                                                                         |               |  |        |  |   | 77,000  |         |  |        |  |   | —  |         |  |  |  |   | 77,000  |         |
| Minority interest                             |  |  |                                                                                                                          |   |      |              |  |  |               |   |     |              |  |             |         |   |                                                                           |               |  |        |  |   | (72,328 | )  |  |        |  |   |     |         |  |  |  |   | (72,328 | )  |
| Gain on sale of exclusive promotion agreement |  |  |                                                                                                                          |   |      |              |  |  |               |   |     |              |  |             |         |   |               |               |  |        |  |   | (21,852 | )  |  |        |  |   |     |         |  |  |  |   | (21,852 | )  |
|                                          |  |  |                                                                                                                          |   | 1,044,387 |              |  |  |               |   | 268,418  |              |  |             |         |   | 775,969                                                                        |               |  |        |  |   | 71,327  |         |  |        |  |   | 15,625   |         |  |  |  |   | 55,702  |         |
| Segment profit/(loss)                         |  |  |                                                                                                                          |   | (108,541  | )       |  |  |               |   | ($67,572 | )       |  |             |         |   | ($40,969                                                                       | )        |  |        |  |   | 4,143   |         |  |        |  |   | ($15,625 | )  |  |  |  | $ | 19,768  |         |
| Less: Selling, general and administrative     |  |  |                                                                                                                          |   | 3,775,384 |              |  |  |          |   |          |         |  |             |         |   | 8,216,045                                                                      |               |  |        |  |   |    |         |  |        |  |   |     |         |
| Interest expense                              |  |  |                                                                                                                          |   | 275,299   |              |  |  |          |   |          |         |  |             |         |   | 368,860                                                                        |               |  |        |  |   |    |         |  |        |  |   |     |         |
| Change in fair value of derivative            |  |  |                                                                                                                          |   | (667,677  | )       |  |  |          |   |          |         |  |             |         |   |                                                                           |               |  |        |  |   |    |         |  |        |  |   |     |         |
| Settlement costs                              |  |  |                                                                                                                          |   |      |              |  |  |          |   |          |         |  |             |         |   | 186,417                                                                        |               |  |        |  |   |    |         |  |        |  |   |     |         |
| Gain on settlement with related parties       |  |  |                                                                                                                     |   |           |         |  |  |          |   |          |              |  | (1,478,845  | )  |   |                                                                                |               |  |   |  |   |         |         |  |   |  |
| Financing costs paid in stocks and warrants   |  |  |                      |   |           |         |  |  |          |   |          |              |  | 33,000      |         |   |                                                                                |               |  |   |  |   |         |         |  |   |  |
| Net loss                                      |  |  | ($3,491,542)                                                                                                             |   |           |         |  |  |          |   |          |              |  | ($7,321,334 | )  |   |                                                                                |               |  |   |  |   |         |         |  |   |  |

|                                           |  |  |                                  |   |            |              |  |  |               |   |          |              |  |  |        |   |            |               |  |  |  |   |         |         |  |  |  |   |         |  |  |  |  |   |         |         |
|-------------------------------------------|--|--|----------------------------------|---|------------|--------------|--|--|---------------|---|----------|--------------|--|--|--------|---|------------|---------------|--|--|--|---|---------|---------|--|--|--|---|---------|--|--|--|--|---|---------|---------|
|                                      |  |  | Three months ended June 30, |
|                                      |  |  | 2007                             |   |            | 2006         |
|                                      |  |  | Consolidated                     |   |            | DigitalMedia |  |  | Entertainment |   |          | Consolidated |  |  | Sports |   |            | Entertainment |
| Net revenues                              |  |  |                                  | $ | 64,221     |              |  |  |               | $ | 64,221   |              |  |  |        | $ | —    |               |  |  |  | $ | 15,250  |         |  |  |  | $ | — |  |  |  |  | $ | 15,250  |         |
| Operating costs and expenses              |  |  |                                  |   |       |              |  |  |               |   |     |              |  |  |        |   |       |               |  |  |  |   |    |         |  |  |  |   |    |  |  |  |  |   |    |         |
| Cost of revenues                          |  |  |                                  |   | 128,054    |              |  |  |               |   | 106,209  |              |  |  |        |   | 21,845     |               |  |  |  |   | 810     |         |  |  |  |   | — |  |  |  |  |   | 810     |         |
| Depreciation and amortization             |  |  |                                  |   | 58,013     |              |  |  |               |   | 52,827   |              |  |  |        |   | 5,186      |               |  |  |  |   | 1,663   |         |  |  |  |   | — |  |  |  |  |   | 1,663   |         |
| Impairment charges                        |  |  |                                  |   | 20,000     |              |  |  |               |   | —  |              |  |  |        |   | 20,000     |               |  |  |  |   | 30,000  |         |  |  |  |   | — |  |  |  |  |   | 30,000  |         |
| Minority interest                         |  |  |                                  |   | —    |              |  |  |               |   | —  |              |  |  |        |   | —    |               |  |  |  |   | (54,033 | )  |  |  |  |   | — |  |  |  |  |   | (54,033 | )  |
| Gain on sale of exclusive promotion       |  |  |                                  |   | —    |              |  |  |               |   | —  |              |  |  |        |   | —    |               |  |  |  |   | (3,000  | )  |  |  |  |   | — |  |  |  |  |   | (3,000  | )  |
|                                      |  |  |                                  |   | 206,067    |              |  |  |               |   | 159,036  |              |  |  |        |   | 47,031     |               |  |  |  |   | (24,560 | )  |  |  |  |   | — |  |  |  |  |   | (24,560 | )  |
| Segment profit/(loss)                     |  |  |                                  |   | (141,846   | )       |  |  |               |   | ($94,815 | )       |  |  |        |   | ($47,031   | )        |  |  |  |   | 39,810  |         |  |  |  | $ | — |  |  |  |  | $ | 39,810  |         |
| Less: Selling, general and administrative |  |  |                                  |   | 1,874,971  |              |  |  |          |   |          |         |  |  |        |   | 6,580,968  |               |  |  |  |   |    |         |  |  |  |   |    |  |
| Interest expense                          |  |  |                                  |   | 155,796    |              |  |  |          |   |          |         |  |  |        |   | 195,101    |               |  |  |  |   |    |         |  |  |  |   |    |  |
| Settlement costs                          |  |  |                                  |   |       |              |  |  |          |   |          |         |  |  |        |   | 186,417    |               |  |  |  |   |    |         |  |  |  |   |    |  |
| Gain on settlement with related parties   |  |  |                                  |   |       |              |  |  |          |   |          |         |  |  |        |   | (1,478,845 | )        |  |  |  |   |    |         |  |  |  |   |    |  |
| Net loss                                  |  |  |                                  | $ | (2,172,613 | )       |  |  |          |   |          |         |  |  |        | $ | (5,443,831 | )        |  |  |  |   |    |         |  |  |  |   |    |  |

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Note 12.    Other Matters

On June 28, 2007, our chief executive officer voluntarily resigned his officer position and as a member of our Board of Directors. In accordance with a Termination and Separation Agreement with the officer, the Company agreed to pay back salary of $345,000 through the issuance of shares of common stock, and agreed to retain him as a consultant through February 17, 2009 for annual compensation of $63,000

On January 5, 2007, the Company entered into an amendment to the consulting agreement with Joe Abrams. The amendment expands Mr. Abrams’ role with the Company to Chairman of Ckrush Digital Media, Inc., one of the Company’s subsidiaries. The term of the consulting agreement was extended through December 31, 2008, subject to either party’s right to terminate sooner for any reason. The Company agreed to issue to Mr. Abrams an aggregate of 4,000,000 shares of common stock in equal quarterly installments over the remaining two year term of the agreement. During the six months ended June 30, 2007, the Company recorded non-cash charges aggregating $225,000 in connection with first two installments based upon the fair value at the date of issuance. During the six month period ended June 30, 2007 the Company issued warrants to acquire an aggregate of 300,000 shares of common stock at $.10 per share for services provided to the Company and recorded a $39,000 measured by the fair value of the securities issued. Additionally, in connection with contracts for services to be performed, the Company issued 2,500,000 restricted shares of common stock and a warrant for 500,000 shares of common stock at $.10 per share. The fair valued of the securities issued in connection with these arrangements ($725,000) was recorded as deferred compensation and during the three and six months ended June 30, 2007, the Company expensed $91,000 and $174,000as non cash compensation expense as a result of amortization of the deferred compensation.

In February 2006, the Company assigned its exclusive promotional agreement with a boxer for $140,000. As a result of this transaction the Company recorded a gain of approximately $19,000. In addition, if the boxer wins a major bout during the term of the agreement, the Company is entitled to an additional payment of $250,000. In a later quarter of 2006, the fighter achieved a major title win; however, the Company only received a partial payment towards the $250,000. The Company has not recorded the unpaid portion due to the uncertainty as to its collection.

Note 13.    Subsequent Events

In July 2007, the Company initiated a private offering of units consisting of shares of common stock and warrants to purchase its common stock at an offering price of $25,000 per unit for up to 425 units plus an over-allotment option of 8 units. Each unit consists of 250,000 shares of common stock and warrants to purchase 125,000 shares. The warrants have an exercise price of $.10 per share are exercisable for cash for a period of three years. The terms of the offering provide that the first $1.5 million of net proceeds raised will be immediately available to the Company for working capital purposes. The next $2.5 million of net capital will be held in escrow by counsel to the Company to be released upon the Company obtaining written agreements from creditors to settle such claims such that the Company’s liabilities would be reduced by at least 60% in exchange for not more than $2,500,000 plus shares and any other non-cash consideration. The liability reduction requirement is reduced pro rata if less than $4,000,000 of net capital is raised. There proceeds from over-allotment option, if any, the proceeds of which will be used for working capital, if exercised. The shares, including those exercisable upon exercise of the warrants, will be subject to piggyback registration rights. As of August 13, 2007, the Company has received $425,000 in connection with this offering.

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|               |                                                                                            |
|---------------|--------------------------------------------------------------------------------------------|
| Item 2.  | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION |

OVERVIEW

We are an innovative entertainment and interactive media group that seeks to capitalize on the global convergence of entertainment content with social media, online communities and digital technology. We produce feature films and other content and develop and maintain web sites, including online communities, primarily geared towards young adults 18-34. Our feature film productions include ‘‘Beer League,’’ starring Artie Lange, and ‘‘National Lampoon’s TV the Movie,’’ starring Steve O and Wee Man of ‘‘Jackass’’ fame; and ‘‘National Lampoon’s Pledge This,’’ starring Paris Hilton. Our fully interactive online communities include ‘‘LiveMansion.com’’ ( http://www.livemansion.com/ ), ‘‘AudioStreet.com’’ ( http://www.audiostreet.net/ ) and ‘‘MixStreet.net’’ (http://www.mixStreet.net/). Our services also include website design, development, hosting, advertising and media placement.

Reportable Segments

The Company has two reportable segments: entertainment and digital media. The media entertainment segment activities consist of development and production of digital and filmed content for global distribution to all media platforms including the internet. The digital media segment includes our activities related to the development and maintenance of web sites, online communities and technology platforms that allow users to electronically create and publish content, including video, share that content with others and/or connect with others based upon common interests. In prior years the Company was also a promoter of professional boxers and boxing events which was a separate segment for financial reporting purposes.

Critical Accounting Policies

The accompanying discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (‘‘US GAAP’’). The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We base our estimates and judgments on historical experience and all available information. However, future events are subject to change, and the best estimates and judgments routinely require adjustment. US GAAP requires us to make estimates and judgments in several areas, including those related to recording various accruals (such as incentive compensation and restructuring costs), income taxes, the useful lives of long-lived assets, such as property and equipment and intangible assets, and potential losses from contingencies and litigation. We believe the policies discussed below are the most critical to our consolidated financial statements because they are affected significantly by management’s judgments, assumptions and estimates.

Revenue Recognition

|  |              |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Revenues from the sale or licensing of films is recognized upon meeting all recognition requirements of Statement of Position (SOP) 00-2 ‘‘Accounting by Producers or Distributors of Films’’. Revenue from sales to distributors is recognized when access to the feature has been granted or delivery has occurred, as required under the sales contract, and the right to exploit the feature film has commenced. |

|  |              |                                                                                                                                                                                                                                                                                                                                      |
|--|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Revenue related to website development activities is recognized as services are provided. Therefore the consolidated financial statements take into account the revenue earned to date on contracts not yet completed as estimated by management. Advertising and hosting revenues are recognized ratably over the period benefited. |

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Income Taxes

We utilize the asset and liability method to account for income taxes whereby deferred tax assets and liabilities are recognized to reflect the future tax consequences attributable to temporary differences between the financial reporting basis of existing assets and liabilities and their respective tax losses. Deferred tax assets and liabilities are measured using enacted tax rates expected to be recovered and settled.

At June 30, 2007, we provided a 100% valuation allowance for the deferred tax assets, because the ultimate realizations of those assets are uncertain. Utilization of net operating loss carry-forwards are subject to a substantial annual limitation due to the ‘‘change in ownership’’ provisions of the Internal Revenue Code. The annual limitation may result in the expiration of net operating loss carry-forwards before utilization.

COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 2007 AND JUNE 30, 2006

The following represents a comparison of segment operating results for the six months ended June 30, 2007 and 2006:

|                                  |  |  |      |   |           |         |  |  |      |  |              |          |  |  |  |   |         |         |  |  |  |  |        |         |
|----------------------------------|--|--|------|---|-----------|---------|--|--|------|--|--------------|----------|--|--|--|---|---------|---------|--|--|--|--|--------|---------|
|                             |  |  | 2007 |   |           | %       |  |  | 2006 |  |              | %        |
| Net revenues                     |  |  |      |   |      |         |  |  |      |  |         |          |  |  |  |   |    |         |  |  |  |  |   |         |
| Entertainment                    |  |  |      | $ | 735,000   |         |  |  |      |  | 78.53        | %   |  |  |  | $ | 75,000  |         |  |  |  |  | 100.00 | %  |
| Digital Media                    |  |  |      |   | 201,000   |         |  |  |      |  | 21.47        |          |  |  |  |   | — |         |  |  |  |  | 0.00   |         |
| Sports                           |  |  |      |   | —   |         |  |  |      |  | —      |          |  |  |  |   | — |         |  |  |  |  | 0.00   |         |
|                             |  |  |      | $ | 936,000   |         |  |  |      |  | 100.00       | %   |  |  |  | $ | 75,000  |         |  |  |  |  | 100.00 | %  |
| Cost of revenues and other costs |  |  |      |   |      |         |  |  |      |  |         |          |  |  |  |   |    |         |  |  |  |  |   |         |
| Entertainment                    |  |  |      | $ | 776,000   |         |  |  |      |  | 82.91        | %   |  |  |  | $ | 56,000  |         |  |  |  |  | 74.67  | %  |
| Digital Media                    |  |  |      |   | 268,000   |         |  |  |      |  | 28.63        |          |  |  |  |   | — |         |  |  |  |  | 0.00   |         |
| Sports                           |  |  |      |   | —   |         |  |  |      |  | 0.00         |          |  |  |  |   | 15,000  |         |  |  |  |  | 20.00  |         |
|                             |  |  |      | $ | 1,044,000 |         |  |  |      |  | 111.54       | %   |  |  |  | $ | 71,000  |         |  |  |  |  | 94.67  | %  |
| Segment profit/(loss)            |  |  |      |   |      |         |  |  |      |  |         |          |  |  |  |   |    |         |  |  |  |  |   |         |
| Entertainment                    |  |  |      | $ | (41,000   | )  |  |  |      |  | (4.38        | )%  |  |  |  | $ | 19,000  |         |  |  |  |  | 25.33  | %  |
| Digital Media                    |  |  |      |   | (67,000   | )  |  |  |      |  | (7.16        | )   |  |  |  |   | — |         |  |  |  |  | 0.00   |         |
| Sports                           |  |  |      |   | —   |         |  |  |      |  | —      |          |  |  |  |   | (15,000 | )  |  |  |  |  | (20.00 | )  |
|                             |  |  |      | $ | (108,000  | )  |  |  |      |  | −11.54 | %   |  |  |  | $ | 4,000   |         |  |  |  |  | 5.33   | %  |

Net revenues increased by $861,000 to $936,000 for the six months ended June 30, 2007 from $75,000 in the prior year period. The 2007 net revenues included distribution fees earned from the release of our film production ‘‘TV: the Movie’’ ($735,000) in our entertainment segment and includes revenues earned from our 2007 acquisition principally web development services ($201,000) in the digital media segment. There were no revenues in either year in the sports segment.

Cost of revenues which relate to the production costs for filmed products in the entertainment segment and web development costs for both internal and external projects increased by $973,000 to $1,044,000 for the six months ended June 30, 2007, compared to $71,000 incurred in period year period principally related to the new release in 2007 and the 2007 acquired business in the digital media segment. Other operating costs include depreciation and amortization, impairment charges minority interest credits and, in 2006, a gain on sale of exclusive promotion agreement.

Selling, general and administrative expenses decreased by 54.1 % or $4.4 million, to $3.8 million for the six months ended June 30, 2007, from $8.2 million in the prior year period. The decrease is principally attributable to the decrease of $3 million in non cash charges in the 2007 from $6.3 million in the prior year period. In the prior year the Company adopted an employee stock option and granted immediately vested options which caused a charge in June 2006 of $2.0 million in that period.

The Company has outstanding stock options, warrants, convertible securities and other contingent obligations, all of which could require the Company to issue common stock in a number which 

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exceeded the authorized amount prior to an increase approved by the shareholders. In accordance with Emerging Issues Task Force Issue 00-19 (‘‘EITF 00-19’’), ‘‘Accounting for Derivative Financial Instruments Indexed To, and Potentially Settled in, a Company’s Own Stock’’, the lack of a sufficient number of authorized shares to meet the Company’s obligations to issue common shares resulted in a requirement to account for certain of the Company’s outstanding securities as liabilities. Accordingly, through January 25, 2007, the Company reclassified certain outstanding warrants and options as derivative liabilities for financial statement reporting, which were marked to fair value periodically pursuant EITF 00-19. The Company valued these options and warrants utilizing the Black-Scholes method of valuation resulting in a reclassification from stockholders’ equity of $3.2 million, and, during 2007, the Company recorded a non-cash gain of $668,000 to reflect the associated change in fair value of the warrants during the period. In January 2007, as a result of the stockholder approval of the increase in authorized number of common shares, the liability was reclassified to equity.

Other charges, in 2007, principally represent the loss on the issuance of common stock to settle litigation and other obligations measured by the fair value of the stock at the date of issuance as compared to the carrying amount of the related indebtedness. Other income in 2006 represents gains associated with termination of obligations to related parties including the Company’s former President.

COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 2007 AND JUNE 30, 2006

The following represents a comparison of segment operating results for the three months ended June 30, 2007 and 2006:

|                                  |  |  |      |   |          |         |  |  |      |  |         |          |  |  |  |   |         |         |  |  |  |  |         |          |
|----------------------------------|--|--|------|---|----------|---------|--|--|------|--|---------|----------|--|--|--|---|---------|---------|--|--|--|--|---------|----------|
|                             |  |  | 2007 |   |          | %       |  |  | 2006 |  |         | %        |
| Net revenues                     |  |  |      |   |     |         |  |  |      |  |    |          |  |  |  |   |    |         |  |  |  |  |    |          |
| Entertainment                    |  |  |      | $ | —  |         |  |  |      |  | — | %   |  |  |  | $ | 15,000  |         |  |  |  |  | 100.00  | %   |
| Digital Media                    |  |  |      |   | 64,000   |         |  |  |      |  | 100.00  |          |  |  |  |   | — |         |  |  |  |  | — |          |
| Sports                           |  |  |      |   | —  |         |  |  |      |  | — |          |  |  |  |   | — |         |  |  |  |  | — |          |
|                             |  |  |      | $ | 64,000   |         |  |  |      |  | 100.00  | %   |  |  |  | $ | 15,000  |         |  |  |  |  | 100.00  | %   |
| Cost of revenues and other costs |  |  |      |   |     |         |  |  |      |  |    |          |  |  |  |   |    |         |  |  |  |  |    |          |
| Entertainment                    |  |  |      | $ | 47,000   |         |  |  |      |  | 73.44   | %   |  |  |  | $ | (25,000 | )  |  |  |  |  | (166.67 | )%  |
| Digital Media                    |  |  |      |   | 159,000  |         |  |  |      |  | 248.44  |          |  |  |  |   | — |         |  |  |  |  | — |          |
| Sports                           |  |  |      |   | —  |         |  |  |      |  | — |          |  |  |  |   | — |         |  |  |  |  | — |          |
|                             |  |  |      | $ | 206,000  |         |  |  |      |  | 321.88  | %   |  |  |  | $ | (25,000 | )  |  |  |  |  | (166.67 | )%  |
| Segment profit/(loss)            |  |  |      |   |     |         |  |  |      |  |    |          |  |  |  |   |    |         |  |  |  |  |    |          |
| Entertainment                    |  |  |      | $ | (47,000  | )  |  |  |      |  | (73.44  | )%  |  |  |  | $ | 40,000  |         |  |  |  |  | 266.67  | %   |
| Digital Media                    |  |  |      |   | (95,000  | )  |  |  |      |  | (148.44 | )   |  |  |  |   | — |         |  |  |  |  | — |          |
| Sports                           |  |  |      |   | —  |         |  |  |      |  | — |          |  |  |  |   | — |         |  |  |  |  | — |          |
|                             |  |  |      | $ | (142,000 | )  |  |  |      |  | (221.88 | )%  |  |  |  | $ | 40,000  |         |  |  |  |  | 266.67  | %   |

Net revenues increased by $49,000 to $64,000 for the three months ended June 30, 2007 from $15,000 in the prior year period. The 2007 net revenues include revenues earned from our newly acquired business principally web development services ($112,000). There were no revenues in the other segments, in 2007, and, in 2006, the revenues were from miscellaneous entertainment segment activities.

Cost of revenues in 2007 principally to related web development costs for both internal and external projects increased by $231,000 to $206,000 for the quarter ended June 30, 2007, compared to a gain of $25,000 in period year period principally related to filmed projects. Other operating costs include depreciation and amortization, impairment charges minority interest credits and, in 2006, a gain on sale of exclusive promotion agreement.

Selling, general and administrative expenses decreased by 71.2%, or $4.7 million, to $1.9 million for the quarter ended June 30, 2007, from $6.6 million in the prior year period. The decrease is principally 

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attributable to the reduction in non cash charges in the 2007 period as compared to prior period which included $2 million for the issuance stock options which were immediately vested. Other operating costs include depreciation and amortization, impairment charges minority interest credits and, in 2006, a gain on sale of exclusive promotion agreement.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements. Additionally, we review our relationships with other entities to identify whether it is the primary beneficiary of a variable interest entity. If the determination is made that we are the primary beneficiary, then the entity is consolidated in accordance with Financial Accounting Standards Board (‘‘FASB’’) Interpretation No. (‘‘FIN’’) 46, ‘‘Consolidation of Variable Interest Entities’’. Investments in which we exercise significant influence, but do not control, are accounted for using the equity method of accounting. Investments in which there is no significant influence are accounted for using the cost method of accounting.

LIQUIDITY AND CAPITAL RESOURCES

We have incurred net losses of $3.5 million during the six months ended June 30, 2007, and $11.8 million and $7.7 million during the years ended December 31, 2006 and 2005, respectively. In addition, we are not in compliance with certain of our outstanding notes and loans payable including unpaid interest and may not be in compliance with certain past settlements including legal judgments. Further, we had a stockholders’ deficiency of $10.7 million at March 31, 2007. Historically, we have successfully obtained external financing through short-term borrowings and private placements of equity and convertible debt and thus, we hope to remedy these possible defaults through additional borrowings, conversion of existing debt to equity, ownership contributions, and/or renegotiation of existing terms and conditions of certain of its obligations. However, if ours lenders are unwilling to continue to refrain from demanding compliance by us to payment terms for indebtedness, it may significantly impede our ability to raise additional funds and/or to conduct normal business operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern and the accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

In July 2007, we initiated an offering through a private placement of our securities in order to raise a maximum of $4.5 million (subject to an over-allotment of $1 million). The first $1.5 million of net capital raised will be immediately available to us for working capital purposes. The next $2.5 million of net capital will be held in escrow by our counsel to be released upon our obtaining written agreements from creditors to settle such claims such that our liabilities would be reduced by at least 60% in exchange for not more than $2,500,000 plus shares and any other non-cash consideration. We are also taking actions to address liquidity in the following ways:

We are also taking actions to address liquidity in the following ways:

|  |              |                                                                                            |
|--|--------------|--------------------------------------------------------------------------------------------|
|  | •  | continuing to negotiate with existing creditors to convert their indebtedness into equity; |

|  |              |                                                                                                           |
|--|--------------|-----------------------------------------------------------------------------------------------------------|
|  | •  | developing additional sources of debt and equity financing to satisfy our current operating requirements; |

|  |              |                                                                                                                                               |
|--|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | entering into new initiatives to develop and acquire additional internet websites in order to deliver unique viewers for commercial purposes; |

|  |              |                                                                                     |
|--|--------------|-------------------------------------------------------------------------------------|
|  | •  | produce and distribute film properties as well as other entertainment projects; and |

|  |              |                                                                       |
|--|--------------|-----------------------------------------------------------------------|
|  | •  | pursuing production partnerships and joint ventures to fund projects. |

There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from our inability to generate cash flow from operations or to raise capital from external sources would force the Company 

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to substantially curtail or cease operations and would, therefore, have a material adverse effect on the Company’s business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.

Commitments and Contingencies

In connection with both our media and our previous sports operations, we guaranteed investors and other participants in our projects the return of their investments and in some cases with a preferred return.

We are of the opinion, based upon advice of counsel, that we have made adequate provision for potential liabilities, if any, arising from litigation settlements and other claims described in Item 2 —  Legal Proceedings. As of June 30, 2007, we had accrued approximately $1.9 million, with respect to such matters. However, the costs and other effects of pending or future litigation, governmental investigations, legal and administrative cases and proceedings (whether civil or criminal), settlements, judgments and investigations, claims and changes in those matters (including those matters described above), and developments or assertions by or against us relating to contractual rights related to boxers

and the promotion of boxing events, intellectual property rights and intellectual property licenses, could have a material adverse effect on the our business, financial condition and operating results.

Cash Flows

At June 30, 2007, our cash position reflected a balance of $70,000, as compared to the $99,000 balance in the prior year, exclusive of a restricted deposit required by our consent decree with the SEC to cover the cost of a special consultant.

Operating Cash Flows.    Our principal operating source of cash during the six months ended June 30, 2007 was net revenues from our film project and website development activities. During the period, we significantly reduced our cash burn to approximately $987,000 from $2.3 million in the prior year. The principal factor was that the film released in 2007 had been produced during prior fiscal year.

Investing Cash Flows.    Cash used in investing activities for the quarter ended June 30, 2007 was related to acquisition of the business and net assets of Trisoft and AudioStreet ($600,000) and office equipment ($19,000).

Financing Cash Flows.    Net cash provided by financing activities for the six months ended June 30, 2007 was $171,000 which consisted, net proceeds from the issuance of common stock ($310,000), sale of production interests for $139,000 and short-term borrowings of $292,000.net of repayments of production interests of $570,000.

EFFECT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

SAB 108

In September 2006, the SEC staff issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108). SAB 108 was issued in order to eliminate the diversity in practice surrounding how public companies quantify financial statement misstatements. SAB 108 requires that registrants quantify errors using both a balance sheet and income statement approach and evaluate whether either approach results in a misstated amount that, when all relevant quantitative and qualitative factors are considered, is material. The Company has considered the SAB 108 to be not material.

SFAS 157

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157). SFAS 157 provides a common definition of fair value and 

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establishes a framework to make the measurement of fair value in generally accepted accounting principles more consistent and comparable. SFAS 157 also requires expanded disclosures to provide information about the extent to which fair value is used to measure assets and liabilities, the methods and assumptions used to measure fair value, and the effect of fair value measures on earnings. SFAS 157 is effective for the Company’s year end 2008, although early adoption is permitted. The Company is assessing the potential effect of SFAS 157 on its financial statements.

Item 3.    CONTROLS AND PROCEDURES

As of June 30, 2007, the end of the period covered by this Quarterly Report, the Company carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Securities and Exchange Act Rule 13a-15 and 15d-15.

A control system, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the control system are met. We do not expect that our disclosure controls and procedures can detect or prevent all misstatements. Further, the design of a control system must reflect that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because of simple error or mistake. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements may occur and not be detected. At this time, management has determined that our disclosure controls and procedures may not be sufficient, especially due to the limited number of Company employees,

i)    to ensure that data errors, control problems, or acts of fraud are detected and

ii)    to confirm that appropriate corrective actions, including process improvements, are undertaken in a timely manner. As a result, we have concluded that our current system of disclosure controls and procedures requires further enhancements to ensure that they are effective in recording, processing, summarizing, and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act.

As a result of our settlement with the SEC in a prior year, we retained the services of an independent consultant to analyze our system of internal accounting controls and accounting and financial reporting processes and oversee the implementation of improved processes in these areas. As a result of the consultant’s services, we completed a comprehensive evaluation and testing of our internal controls over financial reporting which resulted in a set of documented disclosure controls and procedures, including our internal controls and procedures for financial reporting. However, management recognized that improvements are still necessary in the following areas:

|  |              |                                                                                                                                                                                                                                           |
|--|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Maintaining sufficient personnel with an appropriate level of accounting knowledge, experience and training in the application of generally accepted accounting principles (GAAP) commensurate with our financial reporting requirements; |

|  |              |                                                              |
|--|--------------|--------------------------------------------------------------|
|  | •  | Maintaining adequate segregation of duties in key functions; |

Management has initially responded to the deficiencies in our disclosure controls by performing additional accounting, financial analysis, and managerial review procedures in order to ensure that the financial information contained in our Quarterly Report on Form 10-QSB was reliable. Detailed validation work was performed by our personnel with respect to all of our balance sheet account balances in order to verify the financial information and to substantiate the disclosures contained in our Quarterly Report on Form 10-QSB. Additional analysis was also performed on income statement amounts and compared to prior year amounts for reasonableness.

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Also as a result of a settlement with the SEC, we hired our former CEO and CFO in February 2006. In addition, a majority of our Board of Directors, as reconstituted in March 2006, consists of members independent of management. We also instituted an Audit Committee at that time.

We will continue our focus on a number of areas that we will endeavor to improve, including the segregation of duties in key functions; and, as it becomes economically feasible, the hiring of additional management and staff experienced in financial reporting. Further, management continues to look for methods to ensure that our systems evolve with our business and to improve our overall system of control.

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PART II — OTHER INFORMATION

Item 1.    LEGAL PROCEEDINGS

Designscape

In April 2005 Designscape, Inc. filed an action in New York State Supreme Court against us and James Di Lorenzo, former officer/directors, alleging breach of contract and misrepresentations with respect to an alleged oral agreement to provide goods and services in connection with the production and staging of a television series and seeking approximately $550,000 and unspecified damages. In September 2006, we agreed with Designscape to settle the matter. On September 18, 2006, we agreed to pay Designscape $300,000 in installments through March 31, 2009 with interest at 9% accumulating on unpaid balance from September 25, 2005 payable on September 30, 2009. As of May 14, 2007, in accordance with the agreement, we made required payments aggregating $100,000. As of June 30, 2007, our obligation amounted to $222,000, including accrued interest.

Dewayne Layfield

In April 2005, Dewayne Layfield, a holder of a note payable from one of our subsidiaries, arising from a previous settlement agreement, instituted a second arbitration proceeding against us seeking to recover $172,000 plus attorneys’ fees and costs. We answered, seeking a declaration that we had no further obligation due to breaches of the related agreement. We also filed a counterclaim seeking to recover amounts previously paid related to the previous agreement. In April 2006, we paid $31,000 to the holder to reduce the outstanding principal. In September 2006, we and Layfield entered into a settlement agreement in which we agreed to pay Layfield $170,000 in four payments from October 2006 through August 7, 2007. If we not make the scheduled payments we will be obligated to pay Layfield $200,000, less payments actually made under this agreement. As of May 14, 2007, we made payments aggregating $130,000, in accordance with the agreement. As of June 30, 2007, the outstanding balance is $40,000 which is payable on August 17, 2007.

Shane Mosley

In November 2005, we and our former President entered into a settlement agreement with Shane Mosley, a boxer, related to a judgment in connection with an unpaid boxing purse. We agreed to pay $565,000 to Mosley in installments out of 60% of the net profits from any boxing events promoted or co-promoted by us (retroactive to September 2005) until the outstanding sum, plus accrued interest, is paid in full. In addition, we are entitled to a $100,000 credit against the above settlement amount, contingent upon the transfer and assignment of the rights to the Mosley Video Library. Any unpaid amounts are due on December 31, 2008.

In December 2006, Mosley filed a motion to restore the judgment as a result of a breach of the settlement because of non compliance to the settlement including the alleged decision to exit the boxing business. In January 2007, we filed our opposition to this motion and argued that these issues require a hearing and preclude summary adjudication. As of June 30, 2007, we had recorded as a liability $565,000 for this matter.

First Equity

In June 2005, First Equity Capital Corporation (‘‘First Equity’’) filed an action against us in state court in Florida, alleging that we breached an unsigned agreement pursuant to which we allegedly hired First Equity to provide certain services. First Equity alleges that we are obligated to pay First Equity $1.5 million and to issue First Equity up to 4 million registered shares of common stock. In December 2005, William Nichols & Associates, Inc. (‘‘Nichols’’) and Norman Brodeur filed a motion to intervene alleging that First Equity, acting as an agent for us engaged Nichols to raise capital on our behalf and was entitled to $250,000 of First Equity’s fee and 3 million of the shares of stock claimed by First Equity. This motion was granted in March 2006.

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We have filed answers denying any liability to First Equity and Nichols and raised numerous affirmative defenses. We are in the process of taking discovery in these matters and intend to vigorously defend.

National Sports Partners

In May 2003, National Sports Partners (‘‘NSP’’), the owner of Fox Sports Net Broadcast Service, commenced an action in California against us to collect approximately $239,000 for advertising time and production fees and costs for airing boxing events on Fox, plus interest, costs and attorney fees. In August 2004, we reached an agreement with NSP in which NSP agreed to forbear from further action against us in exchange for full payment over time of $239,000, plus deferred interest. We paid only $65,000 of such amount. In November 2006, NSP was awarded a judgment in the amount of $256,000 plus interest. As of June 30, 2007, our recorded liability for this matter is $191,000, including accrued interest.

Golden Gloves (PTY) Limited

On November 13, 2001, Golden Gloves (PTY) Limited, a boxing promoter based in Johannesburg, South Africa, commenced an action in the Supreme Court of the State of New York against us and our former president, alleging that we breached an agreement to share certain profits related to certain boxers. In February 2003, we agreed to pay $580,000. We have not made any payments pursuant to the settlement agreement.

J.P. Morgan Chase & Company

On January 13, 2004, J.P. Morgan Chase & Company (‘‘Chase’’) obtained a judgment in the amount of $95,000 against Cedric Kushner, our former President, and us in connection with our default on an outstanding note. In May 2004, Chase agreed to allow us to pay the outstanding principal amount, plus interest at 4% per annum, in 60 monthly payments of $2,000 each, in exchange for forbearance on any additional efforts to collect upon the unsatisfied portion of the balance. The balance on this obligation at March 31, 2007 amounted to $88,000, including accrued interest. We are not in compliance with the terms set forth in the forbearance agreement.

Other

There are other matters in which we entered into settlements in prior years for which we have not made the required payments.

In the opinion of management, on the advice of counsel, we have made adequate provision for potential liabilities, if any, arising from litigation settlements and other claims arising from the above matters. As of March 31, 2007, we accrued $2.0 million, with respect to such matters. However, the costs and other effects of pending or future litigation, governmental investigations, legal and administrative cases and proceedings (whether civil or criminal), settlements, judgments and investigations, claims and changes in those matters (including those matters described above), and developments or assertions by or against us relating to contractual rights related to boxers and the promotion of boxing events, intellectual property rights and intellectual property licenses, could have a material adverse effect on the our business, financial condition and operating results.

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Item 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended June 30, 2007, we issued 733,334 shares of common stock at $.15 per share sold in connection with a private placement of units consisting of common stock and warrants (50% coverage) to purchase common stock at $.15 during the April 2007.

During this period we issued 1800 shares in connection with the conversions of 180 shares of preferred shares-series E; 2,446,315 shares of common stock in connection with the conversion of $293,289 of notes payable including accrued interest; 100,000 shares as a fee in connection with loans aggregating $100,000 to the Company; 86,957 shares in related to litigation settlements; and 1,326,923 shares in accordance with the separation and termination agreement with our former CEO upon his retirement.

Also in April 2007 in accordance with a consulting agreement entered into in 2006, we issued the third quarterly installments of 500,000 shares to the consultant’s designees and in accordance a consulting agreement entered into in January 2007 we issued 2,500,000 shares of common stock to another consultant.

In August 2007, we issued 4,250,000 shares of common stock at $.10 per share sold in connection with a private placement of common stock and warrants (50% coverage) to purchase common stock at $10.

Item 3.    DEFAULTS UPON SENIOR SECURITIES

The Company is in default of several notes and loans payable in the aggregate amount of approximately $1.5 million including accrued interest. The Company hopes to remedy these defaults through additional borrowings, conversion of existing debt to equity, ownership contributions, and/or renegotiation of existing terms and conditions of notes and loans payable in default. If the Company is unable to cure these defaults, it may significantly impede the Company’s ability to raise additional funds and/or to conduct normal business operations

Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Item 5.    OTHER INFORMATION

The Company has no other information to report, which might otherwise be reported under Form 8-K.

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Item 6.     EXHIBITS

|                  |  |  |                                                                                                                                                                                                                                                     |
|------------------|--|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Exhibit Number   |  |  | Description                                                                                                                                                                                                                                         |
|   2.1* |  |  | Agreement and Plan of Merger, dated as of August 2, 2001, by and among the Company, Zenascent Newco, Inc., Cedric Kushner Boxing, Inc., Cedric Kushner and James DiLorenzo. (2)                                                           |
|   2.2* |  |  | Amended and Restated Agreement and Plan of Merger, dated as of September 17, 2001, by and among the Company, Zenascent Newco, Inc., Cedric Kushner Boxing, Inc., Cedric Kushner Promotions, Ltd., Cedric Kushner and James DiLorenzo. (2) |
|   2.3* |  |  | Amended and Restated Agreement and Plan of Merger, dated as of February 21, 2002, by and among the Company, Zenascent Newco, Inc., Cedric Kushner Boxing, Inc., Cedric Kushner Promotions, Ltd., Cedric Kushner and James DiLorenzo. (2)  |
|   2.4* |  |  | Certificate of Ownership and Merger of Cedric Kushner Promotions, Inc. (15)                                                                                                                                                                         |
|   3.1* |  |  | Articles of Incorporation of the Registrant (1)                                                                                                                                                                                                     |
|   3.2* |  |  | Certificate of Amendment of Certificate of Designation, Preferences and Rights of Series B Convertible Stock of Cedric Kushner Promotions, Inc., dated February 19, 2004. (4)                                                             |
|   3.3* |  |  | By-laws of Registrant (1)                                                                                                                                                                                                                           |
|   3.4* |  |  | Certificate of Designation, Preferences and Rights of Series E Convertible Preferred Stock of Cedric Kushner Promotions, Inc., dated October 25, 2004. (5)                                                                                |
|   3.5* |  |  | Amendment to the By-Laws of the Registrant (8)                                                                                                                                                                                                      |
|   3.6* |  |  | Amendments to the Certificate of Incorporation of the Registrant (8)                                                                                                                                                                                |
|   4.1* |  |  | Specimen common stock Certificate (1)                                                                                                                                                                                                               |
| 10.1*            |  |  | 1998 Incentive and Non-qualified Stock Option Plan (1)                                                                                                                                                                                              |
| 10.2*            |  |  | Form of Incentive Stock Option Agreement under 1998 Incentive and Non-qualified Stock Option Plan (1)                                                                                                                                               |
| 10.3*            |  |  | Form of Non-qualified Stock Option Agreement under 1998 Incentive and Non-qualified Stock Option Plan (1)                                                                                                                                           |
| 10.4*            |  |  | Form of Non-qualified Stock Option Agreement for Outside Directors under 1998 Incentive and Non-qualified Stock Option Plan (1)                                                                                                                     |
| 10.5*            |  |  | Consulting Agreement, effective August 1, 2001, between the Company and Investor Relations Services, Inc. (2)                                                                                                                             |
| 10.6*            |  |  | Consulting Agreement, effective March 24, 2004, between the Company and Buster Mathis, Jr. (3) (6)                                                                                                                                        |
| 10.7*            |  |  | Promissory Note, dated September 1, 2003, between the Company and Dewayne Layfield. (3)                                                                                                                                              |
| 10.8*            |  |  | 2002 Incentive and Non-qualified Stock Option Plan (5)                                                                                                                                                                                              |
| 10.9*            |  |  | Form of Warrant to Purchase Common Stock, executed between July 2004 and August 2004, between the Company and various purchasers in a private placement. (4)                                                                              |

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|                |  |  |                                                                                                                                                                                                                                                                                            |
|----------------|--|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Exhibit Number |  |  | Description                                                                                                                                                                                                                                                                                |
| 10.10*         |  |  | Term Sheet for Modification of Loan and Consulting Arrangements dated as of February 10, 2005, by and among Livingston Investments, LLC, Mackin Charitable Remainder Trust, Cedric Kushner Promotions, Inc., Cedric Kushner Promotions, Ltd. and Cedric Kushner Boxing, Inc. (7) |
| 10.11*         |  |  | Conversion Agreement, dated February 15, 2005, between the Company and a Note Holder (8)                                                                                                                                                                                         |
| 10.12*         |  |  | Form of Conversion Agreement dated as of June 15, 2005. (9)                                                                                                                                                                                                                      |
| 10.13*         |  |  | Subscription Agreement dated as of June 28, 2005 by and between Ckrush Entertainment, Inc. and the investors named on the signature pages thereto. (10)                                                                                                                          |
| 10.14*         |  |  | Guaranty Agreement dated as of June 28, 2005 by and between Ckrush Entertainment, Inc., Cedric Kushner Promotions, Inc. and Cornell Capital Partners, L.P. (10)                                                                                                                  |
| 10.15*         |  |  | Security Agreement dated as of June 28, 2005 by and between Ckrush Entertainment, Inc., and Cornell Capital Partners, L.P. (10)                                                                                                                                                  |
| 10.16*         |  |  | Pledge and Escrow Agreement dated as of June 28, 2005 by and between Cedric Kushner Promotions, Inc., Cornell Capital Partners, L.P. and David Gonzalez, Esq. (10)                                                                                                               |
| 10.17*         |  |  | Operating Agreement of Identity Films & Company, LLC dated as of June 27, 2005 by and between Ckrush Entertainment, Inc. and Identity Films, LLC. (11)                                                                                                                       |
| 10.18*         |  |  | Contribution and Indemnification Agreement dated as of June 30, 2005 by and between Cedric Kushner Promotions, Inc. and World Wide South Beach, LLC. (12)                                                                                                                        |
| 10.19*         |  |  | Amendment No. 1 to the Class A Common Stock and Installment Payment Agreement dated as of June 30, 2005 by and between Cedric Kushner Promotions, Inc. and the investors named on the signature page thereto. (12)                                                               |
| 10.20*         |  |  | Consulting Agreement dated September 24, 2005 by and between Ckrush Sports, Inc. and Dino Duva. (13)                                                                                                                                                                             |
| 10.21*         |  |  | License Agreement dated November 1, 2005 by and between Big Content, Inc. and English Distribution, LLC. (14)                                                                                                                                                                    |
| 10.22*         |  |  | Termination of Loan and Related Agreements dated as of November 1, 2005, by and among Livingston Investments, LLC, Mackin Charitable Remainder Trust, Cedric Kushner Promotions, Inc., Cedric Kushner Promotions, Ltd. and Cedric Kushner Boxing, Inc. (14)                      |
| 10.23*         |  |  | Termination of Guarantee dated November 1, 2005 by and between Livingston Investments, LLC, Cedric Kushner Promotions, Inc. and James DiLorenzo. (14)                                                                                                                            |
| 10.24*         |  |  | Executive Employment Agreement dated February 13, 2006 with Jan E. Chason. (18)                                                                                                                                                                                                  |
| 10.25*         |  |  | Consulting Agreement dated October 12, 2006 between the Registrant and Joe Abrams (15)                                                                                                                                                                                      |
| 10.26*         |  |  | Employment Agreement, dated November 20, 2006 between the Registrant and Roy Roberts (16)                                                                                                                                                                                        |
| 10.27*         |  |  | Employment Agreement, dated November 20, 2006 between the Registrant and Jeremy Dallow (16)                                                                                                                                                                                      |
| 10.28*         |  |  | Consulting Agreement dated November 20, 2006 between the Registrant and Philabelle Consulting LLC (16)                                                                                                                                                                           |

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|                                   |  |  |                                                                                                                                            |
|-----------------------------------|--|--|--------------------------------------------------------------------------------------------------------------------------------------------|
| Exhibit Number                    |  |  | Description                                                                                                                                |
|   14.1*                 |  |  | Code of Ethics.                                                                                                                            |
|   21   * |  |  | Ckrush, Inc. subsidiaries                                                                                                                  |
| 31.1                              |  |  | Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended. |
| 31.2                              |  |  | Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended. |
| 32.1                              |  |  | Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350                                                                |
| 32.2                              |  |  | Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350                                                                |
| 99.1                              |  |  | Final Judgment dated December 1, 2005 as to Defendant Cedric Kushner Promotions, Inc. (17)                                       |

|  |
|--|
|  |  |
|  |

| * | Previously filed. |
|---|-------------------|

| (1) | Incorporated by reference to our Current Report on Form SB-2 filed with the Securities and Exchange Commission on July 7, 1998 |
|-----|------------------------------------------------------------------------------------------------------------------------------------------|

| (2) | Incorporated by reference to our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2002 |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------|

| (3) | Incorporated by reference to our Current Report on Form 10-KSB filed with the Securities and Exchange Commission on June 25, 2004 |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------|

| (4) | Incorporated by reference to our Current Report on Form 10-QSB filed with the Securities and Exchange Commission on August 13, 2004 |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------|

| (5) | Incorporated by reference to our Information Statement on Schedule 14A-6 filed with the Securities and Exchange Commission on November 12, 2004 |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------|

| (6) | Incorporated by reference to our Registration Statement on Form S-8 filed with the Securities and Exchange Commission on January 18, 2005 |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------|

| (7) | Incorporated by reference to our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2005 |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------|

| (8) | Incorporated by reference to our Current Report on Form 10-KSB filed with the Securities and Exchange Commission on May 13, 2005. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------|

| (9) | Incorporated by reference to our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2005. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------|

| (10) | Incorporated by reference to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 5, 2005. |
|------|-------------------------------------------------------------------------------------------------------------------------------------|

| (11) | Incorporated by reference to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2005. |
|------|-------------------------------------------------------------------------------------------------------------------------------------|

| (12) | Incorporated by reference to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2005. |
|------|--------------------------------------------------------------------------------------------------------------------------------------|

| (13) | Incorporated by reference to our Current Report on Form 10-QSB filed with the Securities and Exchange Commission on October 6, 2005. |
|------|-------------------------------------------------------------------------------------------------------------------------------------------|

| (14) | Incorporated by reference to our Current Report on Form 10-QSB filed with the Securities and Exchange Commission on November 21, 2005. |
|------|---------------------------------------------------------------------------------------------------------------------------------------------|

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| (15) | Incorporated by reference to our Current Report on Form 8-K filed with the Securities and Exchange Commission on October 17, 2006. |
|------|----------------------------------------------------------------------------------------------------------------------------------------------|

| (16) | Incorporated by reference to our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 22, 2006. |
|------|------------------------------------------------------------------------------------------------------------------------------------------|

| (17) | Incorporated by reference to our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2005. |
|------|-----------------------------------------------------------------------------------------------------------------------------------------|

| (18) | Incorporated by reference to our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 17, 2006. |
|------|------------------------------------------------------------------------------------------------------------------------------------------|

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

|                                 |  |  |                                                                                                                                                                                                                                                                                                                   |
|---------------------------------|--|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                            |  |  | CKRUSH, INC. & SUBSIDIARIES                                                                                                                                                                                                                                                                                   |
| Date: August 14, 2007 |  |  | /s/ Jeremy Dallow                                                 |
|                            |  |  | Jeremy DallowChief Executive Officer (Principal Executive Officer)                                                                                                                                                                                                                                                |
| Date: August 14, 2007 |  |  | /s/ Jan E. Chason                                                 |
|                            |  |  | Jan E. ChasonExecutive Vice President and CFO(Principal Financial and Accounting Officer)                                                                                                                                                                                                                         |

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